-----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, LFJicJC12mZtV3KAcLsl6l24K9WwF1bi9XcU4PXYusOliN6xmEvp4uhPUs8OWX8r btgn5Sak9iGmbdSVI3hxVA== 0000700720-05-000007.txt : 20050611 0000700720-05-000007.hdr.sgml : 20050611 20050608154220 ACCESSION NUMBER: 0000700720-05-000007 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050608 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20050608 DATE AS OF CHANGE: 20050608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAXUS REAL PROPERTY INVESTORS FOUR LP 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-11023 FILM NUMBER: 05885147 BUSINESS ADDRESS: STREET 1: 104 ARMOUR RD STREET 2: PO BOX 34729 CITY: NORTH KANSAS CITY STATE: MO ZIP: 64116 BUSINESS PHONE: 8163034500 MAIL ADDRESS: STREET 1: 104 ARMOUR RD STREET 2: PO BOX 34729 CITY: NORTH KANSAS CITY STATE: MO ZIP: 64116 FORMER COMPANY: FORMER CONFORMED NAME: MAXUS REAL PROPERTY-FOUR L P DATE OF NAME CHANGE: 20000201 FORMER COMPANY: FORMER CONFORMED NAME: NOONEY REAL PROPERTY INVESTORS FOUR L P DATE OF NAME CHANGE: 19920703 8-K/A 1 everest_8k.txt 8-K/A REGARDING EVEREST OFFER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 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) June 8, 2005 Maxus Real Property Investors-Four, L.P. (Exact name of registrant as specified in its charter) MISSOURI 000-11023 43-1250566 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 104 Armour Road North Kansas City, Missouri 64116 (Address of principal executive offices) (Zip Code) (816) 303-4500 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.14e-4(c)) Item 7.01 Regulation FD Disclosure. Attached as Exhibit 99.1, and incorporated into this Item 7.01 by reference, is a copy of a letter we recently received from a limited partner from Everest Properties II, LLC to the Registrant's limited partners offering to purchase up to 148 limited partnership units. Item 8.01 Other Events. We have recently learned that Everest Properties II, LLC a California limited liability company ("Everest"), has offered to purchase up to 148 units of limited partnership interests ("Units") of the Registrant at a cash purchase price of $500 per Unit, less the amount of distributions made to you after March 31, 2005 and less any transfer fees imposed by the Registrant for each transfer. As of March 31, 2005, there were a total of 11,249 outstanding Units. Based on the information provided in Everest's offer to purchase, Everest's address is 199 S. Los Robles Ave., Suite 200, Pasadena, California 91101. The Registrant expresses no opinion and is remaining neutral toward Everest's tender offer. Notwithstanding the Registrant's decision to remain neutral toward the Everest's tender offer, the Registrant believes it is important for unit holders to consider the following information in addition to the information set forth in Everest's offer to purchase: o Pursuant to the Registrant's limited Registrant agreement, no limited partner may transfer less than five (5) Units (or two (2) Units in the case of an IRA) and no partial transfer may result in any limited partner holding less than five (5) Units (or two (2) Units in the case of an IRA) without the express written consent of the Registrant's general partner. o On June 14, 2004, the Registrant commenced an odd-lot offer to purchase up to 4,874 Units at $507 per Unit from limited partners holding 25 or fewer Units (the "Odd-Lot Offer"), which expired on July 16, 2004. In connection with the Odd-Lot Offer, the Registrant redeemed 112 Units. An affiliate of the Registrant, Paco Development, LLC ("Paco"), purchased eighteen (18) Units on April 1, 2005 for $500 per Unit in a private transaction. Paco is owned by SLCas, L.L.C., whose sole member is David L. Johnson's wife. David L. Johnson is an officer and director of the Registrant's managing general partner. o The Units currently are registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This means, among other things, that the Registrant is required to file periodic reports with the Securities and Exchange Commission (the "SEC") and to comply with the SEC's proxy and tender offer rules. The Registrant currently has 553 record holders of Units. If there is reduction in the number of record holders of 54 record holders or more in connection with Everest's tender offer or otherwise, the Registrant could apply to de-register the Units under the Exchange Act because the Units would be held by less than 500 record holders and the Registrant's total assets have not exceeded $10,000,000 on the last day of each of the Registrant's three most recent fiscal years. In such event, it is possible that the Registrant would determine it is in the best interest of the Registrant to de-register the Units because it would reduce legal and accounting expenses of the Registrant, in which case the Registrant would no longer file periodic reports with the SEC. The Registrant would, however, continue to send limited partners annual reports and other reports required by the Registrant's limited partnership agreement. As with any contemplated sale, Maxus recommends that unit holders carefully review the offer and the Registrant's publicly available reports and consult with their own tax or financial advisors to determine the consequences of acceptance or rejection of the proposed offer. Each unit holder's situation is unique, so consultation with personal advisors may be helpful. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. 99.1 Letter of Everest Properties II to Maxus Real Property Investors-Four limited partners dated May 13, 2005, furnished solely for the purpose of incorporation by reference into Items 7.01 and 9.01. 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. MAXUS REAL PROPERTY INVESTORS-FOUR, L.P. By: MAXUS CAPITAL CORP. General Partner Date: June 8, 2005 By: /s/ David L. Johnson ------------------------------------- David L. Johnson President and Chief Executive Officer EX-99.1 2 everest_letter.txt EXHIBIT 99.1 EVEREST'S LETTER TO INVESTORS May 13, 2005 To the Holders of Limited Partnership Interests in Maxus Real Property Investors-Four, L.P. RE: COMMISSION FREE OFFER to Purchase Limit Dear Investor: We are offering to buy your limited partnership interests (the "Units") in Maxus Real Property Investors-Four, L.P. (the "Partnership") for cash in the amount of $500 per Unit (less any cash distributions made to you by the Partnership after March 31, 2005 and any transfer fees charged by the Partnership, which it advises us is $75 per transfer). Our offer provides you with an opportunity to sell your Units now, without the costly commissions (typically up to 8% with a minimum of $150-200) usually paid by the seller in secondary market sales. Investors should consider the following: a) Our offer exceeds the highest prior offer to purchase your Units of which we are aware, after accounting for distributions made since such offer. b) The Partnership has recently suspended distributions. Because there are no current distributions, it will probably cost you money each year to hold this investment. We are willing to bear the significant risks of ownership until the Partnership's remaining property can be liquidated. After 23 years you may prefer to receive CASH NOW, rather than waiting indefinitely for an uncertain liquidation. You may wish to sell your Units for a number of other reasons, including: o Elimination of troublesome K-1's, tax filing delays, and further IRS and state tax filing requirements beyond the 2005 tax year. o Liquidity now. The Partnership was formed over 23 years ago. o Elimination of large annual fees (usually $50-$70) for IRA or other pension plan investors. o Elimination of significant annual accounting fees (often over $100) to include K-1 information in tax returns. o Elimination of illiquid partnership investments. If you want to keep an investment in real estate you can reinvest in public REIT's that offer both regular distributions and liquidity. We are an investment company which buys units in hundreds of under-performing limited partnerships and are not affiliated with the Partnership or the general partner. To date, Everest has purchased over $100 million of limited partnership units from over 40,000 limited partners nationwide in over 400 limited partnerships. This has made Everest a leading and reliable choice for limited partnership investors seeking a time-efficient and cost-efficient liquidity option, which generally does not otherwise exist. Our offer is limited to only 148 (1.3%) of the 11,240 outstanding Units. We will accept for purchase properly documented Units on a "first-received, first-buy" basis. You will be paid promptly following confirmation by the Partnership of a valid transfer. We suggest that you contact your tax advisor to determine your particular tax consequences from a sale. All tender of Units will be irrevocable and may not be rescinded or withdrawn. We are seeking to acquire Units for investment purposes only and not to control the Partnership. An Agreement of Transfer is enclosed which you can use to accept our offer. Please execute this document and return it in the enclosed envelope. We urge you to also review the enclosed Transfer Instructions and Disclosure Supplement before tendering. We encourage you to act immediately if you are interested in accepting our offer, since only a limited number of Units will be purchased. Our offer will expire at 5:00 pm on June 17, 2005. Please call us at (800) 611-4613 if you have any questions. Very truly yours, Everest Properties II, LLC -----END PRIVACY-ENHANCED MESSAGE-----