ITEM 1: BUSINESS - -----------------
Nooney Realty Trust, Inc. (the "Registrant") is a corporation formed under The General and Business Corporation Law of Missouri on June 14, 1984, to make equity investments in income-producing real properties, primarily commercial and light industrial properties. The Registrant has invested in three real property investments as set forth in Item 2
ITEM 2: PROPERTIES - -------------------
On March 28, 1985, the Registrant purchased The Atrium at Alpha Business Center ("The Atrium"), an office building located at 2626 East 82nd Street in Bloomington, Minnesota, a suburb of Minneapolis. The Atrium contains approximately 89,000 net rentable square feet and is located, along with a parking lot that will accommodate 336 cars, on a 4.2 acre site. The purchase price of The Atrium was $8,393,716. The Atrium was 99% leased by 27 tenants at year-end.
On January 22, 1986, the Registrant purchased the Applied Communications, Inc. Building (the "ACI Building"), an office building located at 330 South 108th Avenue in Omaha, Nebraska. The ACI Building contains approximately 70,000 net rentable square feet and is located on a 7.59 acre site which provides paved parking for 400 cars. The building is 100% leased by a single tenant, Applied Communications, Inc. The purchase price of the ACI Building was $6,401,008.
On December 16, 1986, the Registrant purchased the Franklin Park Distribution Center ("Franklin Park"), a warehouse and distribution facility located at 3431 N. Powell Avenue in Franklin Park, Illinois, a suburb west of Chicago. Franklin Park contains approximately 162,000 net rentable square feet and is located on a 5 acre site which provides parking for 100 cars. The purchase price of Franklin Park was $4,301,494. Franklin Park was 100% leased by 2 tenants at year-end.
Reference is made to Note 3 of Notes to Financial Statements incorporated by reference to the Registrant's 1995 Annual Report to Shareholders under the heading "Financial Statements and Notes" for a description of the mortgage indebtedness secured by the Registrant's real property investments. Reference is also made to Note 6 of Notes to Financial Statements for a discussion of revenues derived from major tenants.
The following table sets forth certain information as of December 31, 1995, relating to the properties owned by the Registrant.
ITEM 3:
ITEM 3: LEGAL PROCEEDINGS - --------------------------
The Registrant is not a party to any material pending legal proceedings.
ITEM 4:
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------------------------------------------------------------
There were no matters submitted to a vote of Shareholders during the fourth quarter of fiscal 1995.
EXECUTIVE OFFICERS OF THE REGISTRANT - ------------------------------------
The following table sets forth certain information with respect to the executive officers of the Registrant. These officers have been elected to terms which expire on May 13, 1996:
Has served as Name Position Age officer since - -------------------------- ------------------------------- --- -------------
Gregory J. Nooney, Jr. (1) Chairman of the Board 65 1984 and Chief Executive Officer
Patricia A. Nooney (1) President, Secretary and 39 1990 Treasurer
Dale W. Brouk Chief Financial Officer 33 1995
- ---------------
(1) Patricia A. Nooney is the daughter of Gregory J. Nooney, Jr.
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.
During 1993 Lindbergh Boulevard Partners, L.P. filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code. Gregory J. Nooney 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. Ms. Nooney joined Nooney Company in 1981 and has served as an officer since 1985.
Dale W. Brouk is Controller of Nooney Krombach Company, a wholly-owned subsidiary of Nooney Company. Mr. Brouk joined Nooney Krombach Company as Controller in 1995. Mr. Brouk is a certified public accountant, and prior to joining Nooney Krombach Company, Mr. Brouk was employed by The Forsyth Group, a real estate management and development company, since May 1990.
PART II -------
ITEM 5:
ITEM 5: MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - --------------------------------------------------------------------------
The information required by Item 201 of Regulation S-K is incorporated by reference to the Registrant's 1995 Annual Report to Shareholders under the headings "Market Information" and "Dividends".
ITEM 6:
ITEM 6: SELECTED FINANCIAL DATA - --------------------------------
The information required by Item 301 of Regulation S-K is incorporated by reference to the Registrant's 1995 Annual Report to Shareholders under the heading "Financial Highlights".
ITEM 7:
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - ------------------------------------------------------------------------
The information required by Item 303 of Regulation S-K is incorporated by reference to the Registrant's 1995 Annual Report to Shareholders under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations".
ITEM 8:
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - ----------------------------------------------------
The financial statements of the Registrant are incorporated by reference to the Registrant's 1995 Annual Report to Shareholders. Financial Statement Schedules are filed herewith as Exhibit 99.1 and are incorporated herein by reference. The supplementary financial information specified by Item 302 of Regulation S-K is not applicable.
ITEM 9:
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE - ------------------------------------------------------------------------
None
PART III --------
ITEM 10:
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - ---------------------------------------------------------------
The information required by Item 401 and Item 405 of Regulation S-K regarding nominees and directors is incorporated by reference to the Registrant's 1996 Notice of Annual Meeting of Shareholders and Proxy Statement (the "1996 Proxy Statement") under the heading "Election of Directors". Information regarding executive officers is set forth in Part I of this report.
ITEM 11:
ITEM 11: EXECUTIVE COMPENSATION - -----------------------------------
The information required by Item 402 of Regulation S-K is incorporated by reference to the Registrant's 1996 Proxy Statement under the heading "Executive Compensation".
ITEM 12:
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - ------------------------------------------------------------------------
The information required by Item 403 of Regulation S-K is incorporated by reference to the Registrant's 1996 Proxy Statement under the heading "Security Ownership of Certain Beneficial Owners and Management".
ITEM 13:
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - --------------------------------------------------------
The information required by Item 404 of Regulation S-K is incorporated by reference to the Registrant's 1996 Proxy Statement under the heading "Certain Business Relationships".
PART IV -------
ITEM 14:
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:
The financial statements of the Registrant are incorporated by reference to the Registrant's 1995 Annual Report to Shareholders.
2. Financial Statement Schedules (filed herewith as Exhibit 99.1):
Independent Auditors' Report on Financial Statement Schedule 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 10.
(b) Reports on Form 8-K:
During the last quarter of the period covered by this report, the Registrant filed no reports on Form 8-K.
(c) Exhibits:
See Exhibit Index on Page 10.
(d) Not Applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of 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 REALTY TRUST, INC.
Date: March 30, 1996 By: /s/ Gregory J. Nooney, Jr. ------------------------------------- Gregory J. Nooney, Jr. Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 30, 1996, by the following persons on behalf of the Registrant and in the capacities indicated.
/s/ Gregory J. Nooney, Jr. ----------------------------------------- Gregory J. Nooney, Jr. Chief Executive Officer and Director
/s/ Patricia A. Nooney ----------------------------------------- Patricia A. Nooney President, Secretary, Treasurer and Director
/s/ Dale W. Brouk ----------------------------------------- Dale W. Brouk Principal Financial & Accounting Officer
/s/ Gene K. Beare ----------------------------------------- Gene K. Beare Director
/s/ Bruce P. Hayden ----------------------------------------- Bruce P. Hayden Director
/s/ James P. Ingram ----------------------------------------- James P. Ingram Director
/s/ Robert E. Kresko ----------------------------------------- Robert E. Kresko Director
/s/ R. Michael O'Brien, Jr. ----------------------------------------- R. Michael O'Brien, Jr. Director
EXHIBIT INDEX -------------
Exhibit Number Description - -------------- --------------------------------------------------------------
3.1 Articles of Incorporation dated June 12, 1984, are incorporated by reference to Exhibit 3(a) to the Registration Statement on Form S-11 under the Securities Act of 1933 (File No. 2-91851).
3.2 Bylaws of the Registrant, as amended, are incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1987, as filed pursuant to Rule 13a-1 under The Securities Exchange Act of 1934 (File no. 0-13754).
10.1 Advisory Agreement between Nooney Advisors Ltd., L.P. and the Registrant is incorporated by reference to Exhibit 10(a) to Amendment No. 2 to the Registration Statement on Form S-11 under the Securities Act of 1933 (File No. 2-91851).
10.2 Dividend Reinvestment Agreement between Boatmen's Trust Company and the Registrant is incorporated by reference to Exhibit 10(d) to Amendment No. 1 to the Registration Statement on Form S-11 under the Securities Act of 1933 (File No. 2-91851).
10.3 Dividend Reinvestment Plan is incorporated by reference to pages A-1 - A-3 of the Prospectus of the Registrant dated September 25, 1984, as supplemented and filed pursuant to Rule 424(c) under the Securities Act of 1933 (File No. 2-91851).
10.4 Management Contract between the Registrant and Nooney Management Company (now Nooney Krombach Company) dated March 28, 1985, is incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1985, as filed pursuant to Rule 13a-1 under the Securities Exchange Act of 1934 (File No. 0-13754).
13 1995 Annual Report to Shareholders. Except for those portions expressly incorporated by reference in this Form 10-K, the 1995 Annual Report to Shareholders is furnished for the information of the Commission and is not to be deemed "filed" as part of this Form 10-K.
27 Financial Data Schedule (provided for the information of the Securities and Exchange Commission only)
99.1 Financial Statement Schedules.