-----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, GNBae5v/1cS8+7oWkyrLS5mrI7dS3y7QXmzuZDUuF6GaCBzreobowWp24Cr0fTU9 1iSUS9AvNUyJVVEZeKrXXQ== 0000916002-01-500011.txt : 20010510 0000916002-01-500011.hdr.sgml : 20010510 ACCESSION NUMBER: 0000916002-01-500011 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010509 SUBJECT COMPANY: 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: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-57267 FILM NUMBER: 1626045 BUSINESS ADDRESS: STREET 1: 104 ARMOUR RD STREET 2: PO BOX 34279 CITY: NORTH KANSAS CITY STATE: MO ZIP: 64116 BUSINESS PHONE: 8163034500 MAIL ADDRESS: STREET 1: 104 ARMOUR RD STREET 2: PO BOX 34279 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 FILED BY: 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: SC TO-I/A BUSINESS ADDRESS: STREET 1: 104 ARMOUR RD STREET 2: PO BOX 34279 CITY: NORTH KANSAS CITY STATE: MO ZIP: 64116 BUSINESS PHONE: 8163034500 MAIL ADDRESS: STREET 1: 104 ARMOUR RD STREET 2: PO BOX 34279 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 EX-99 1 xa6.txt (A)(6) AMENDMENT NO. 1 TO OFFER TO PURCHASE Exhibit (a)(6) Form of Amendment No. 1 to Offer to Purchase dated May 8, 2001. Amendment No. 1 to Offer to Purchase for Cash by Maxus Real Property Investors-Four, L.P. of up to 2,025 Limited Partnership Units of Maxus Real Property Investors-Four, L.P. at $300 per Unit[FN1] THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN STANDARD TIME, ON TUESDAY, JUNE 5, 2001, UNLESS THE OFFER IS EXTENDED. As an amendment to the terms of the Offer to Purchase filed by Maxus Real Property Investors-Four, L.P. (the "Partnership"), dated April 20, 2001 (the "Offer to Purchase"), please be aware of the following changes to our offer (the "Offer"). Notwithstanding the terms of the Offer to Purchase: o There will be no subsequent offering period after the expiration date of the Offer (including any extensions of the expiration date); o The Partnership may not withdraw the Offer in the event that any significant change in the general level of market prices of equity securities or securities convertible into or exchangeable for equity securities in the United States or abroad occurs. o The Partnership will assert or waive any and all conditions to the Offer on or before the expiration date of the Offer (including any extensions of the expiration date). You should read this Amendment No. 1 along with the Offer to Purchase carefully (including the Risk Factors set forth in the Offer to Purchase) before deciding whether to tender your limited partnership units. Questions and requests for assistance or for additional copies of this Amendment No. 1 or the Offer to Purchase, the Letter of Transmittal or any other documents relating to the Offer may be directed to Keith Madsen at (816) 303-4500. THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. The date of this Amendment No.1 to Offer to Purchase is May 8, 2001. - -------- [FN1] A $75 transfer fee per transaction charged by the Partnership's independent transfer agent will reduce the aggregate payment received by limited partners. EX-99 2 mva.txt (A)(7) REAL ESTATE APPRAISAL MAINLAND VALUATION SERVICES Real Estate Appraisals & Consulting
Gerald R. Maier, JD, CPA, MAI 12616 West 62nd Terrace, Suite 114 Lawrence Office Curtis L. Frazier, Associate Shawnee, Kansas 66216 719 Massachusetts Thomas M. Scaletty, Associate (913) 248-1700 Lawrence, KS 66044
FAX (913) 248-1701 October 7, 2000 Mr. Dave Farrell Northland/Marquette 7400 College Boulevard, Suite 300 Overland Park, Kansas 66210 SUBJECT: Market Value Appraisal Woodhollow Apartments 1871 McKelvey Hill Drive St. Louis, Missouri 63043 VS FILE NO. 20-1304 Dear Mr. Farrell: At your request, the property commonly referred to as the Woodhollow Apartments located at 1871 McKelvey Hill Drive in St. Louis, Missouri has been inspected and appraised. A legal description of the property has been included in Addendum E for your reference. The purpose of this letter is to set forth the estimate of market value for the subject property in "as is" condition in fee simple estate. This appraisal report has been prepared in conformity with the Uniform Standards of Professional Appraisal Practice (USPAP). No departure provision of USPAP was relied upon. The appraisal is intended to comply with the appraisal related directives within Title XI of the Federal Financial Institution's Reform, Recovery and Enforcement Act of 1989 (FIRREA 12 C.F.R. 323) and the Appraisal Standards for Federally Related Transactions with one exception. Specifically, the appraisal was not ordered by a federally insured lending institution. The market value is premised upon the Assumptions and Limiting Conditions included within the appraisal report. The term "market value" is defined in the body of the attached report. The subject consists of a 25.9058 acre or 1,128,456 square foot tract of land located at the southwest corner of Dorsett Avenue and McKelvey Hill Drive in St. Louis, Missouri. In 1971 and 1972, the site was improved by the construction of a 402 unit apartment project. There are a total of 18 apartment buildings and a two story clubhouse. The gross building area is equal to 401,327 square feet. The net rentable area is equal to 295,769 square feet. The Average unit size is equal to 736 square feet. Mr. Farrell October 7, 2000 Page 2 In conclusion, based upon the following narrative appraisal report to which your attention is now directed, the market value of the subject property, considering a marketing period of twelve months and an effective appraisal date of September 26, 2000, in "as is" condition has been estimated at: SIXTEEN MILLION EIGHT HUNDRED THOUSAND DOLLARS ($16,800,000). This value estimate includes approximately $360,000 attributable to the depreciated value of the personal property. The value in use would exceed any anticipated salvage value. It is the undersigned's opinion that the subject property does not include any enhancement in value as a result of any natural, cultural, recreational or scientific influences. Thank you for the opportunity to be of service. Sincerely, MAINLAND VALUATION SERVICES Gerald R. Maier, MAI Missouri License No. RA-1974 GRM:jbl 2 SC TO-I/A 3 schedto.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------------------------- SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) Maxus Real Property Investors-Four, L.P. (Name of Subject Company (Issuer)) Maxus Real Property Investors-Four, L.P. (Offeror and Issuer) (Names of Filing Persons(Identifying status as offeror, issuer or other person)) LIMITED PARTNERSHIP UNITS (Title of Class of Securities) N/A (CUSIP Number of Class of Securities) ----------------------------- Maxus Real Property Investors-Four, L.P. Attn: Christine A. Robinson 104 Armour Road North Kansas City, Missouri 64116 (816) 303-4500 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) Copy to: Scott M. Herpich, Esq. Lathrop & Gage L.C. 2345 Grand Boulevard, Suite 2400 Kansas City, Missouri 64108-2684 (816) 460-5806 Calculation of Filing Fee - -------------------------------------------------------------------------------- | Transaction Valuation: $607,500 | Amount of Filing Fee | | 2,025 Limited Partnership Units | $122.00 | | at $300 per Unit (a) | | - -------------------------------------------------------------------------------- (a) Calculated as the aggregate maximum purchase price for limited partnership units. (b) Calculated as 1/50th of 1% of the Transaction Value. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or Schedule and the date of its filing. Amount Previously Paid: $122.00 Form or Registration No.: Schedule TO-I Filing Party: Maxus Real Property Investors - Four L.P. Date Filed: April 20, 2001 [ ] Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to rule 14d-1. [X] issuer tender offer subject to rule 13e-4. [ ] going private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] 2 This Amendment No. 1 to the Schedule TO relates to an Offer to Purchase dated April 20, 2001 (the "Offer") by Maxus Real Property Investors-Four, L.P. a Missouri limited partnership (the "Partnership" or the "Offeror"), as amended by Amendment No. 1 to Offer to Purchase dated May 8, 2001 ("Amendment No. 1"), to purchase up to 2,025 limited partnership units in the Partnership. Information in the Offer to Purchase is incorporated herein by reference. Item 1. Summary Term Sheet The information set forth in "Summary Term Sheet" of the Offer to Purchase and in Amendment No. 1 is incorporated herein by reference. Item 4. Terms of the Transaction (a) The information set forth in "Summary Term Sheet," "Introduction," "Section 2, Offer to Purchase and Purchase Price; Proration; Expiration Date; Determination of Purchase Price," "Section 8, Purpose of the Offer; Effects of the Offer," "Section 9, Source and Amount of Funds," and "Section 11, Certain Transactions with Affiliates" of the Offer to Purchase and in Amendment No. 1 is incorporated herein by reference. (b) Units will not be purchased from any officer, director or affiliate of the subject company. Item 11. Additional information (a) The information set forth in "Section 11, Certain Transactions with Affiliates" is incorporated herein by reference. (b) Not applicable. Item 12. Material to be filed as Exhibits. (a)(6) Form of Amendment No. 1 to Offer to Purchase dated May 8, 2001. (a)(7) Appraisal of Mainland Valuation Services dated October 7, 2000. (b) None. (d) None. (g) None. (h) None. 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: May 8, 2001 MAXUS REAL PROPERTY INVESTORS-FOUR, L.P., a Missouri limited partnership By: Maxus Capital Corp, General Partner By: /s/ David L. Johnson Name: David L. Johnson Title: Chairman and Executive Vice President 4 EXHIBITS Exhibit Number Description - -------------- ----------- (a)(6) Form of Amendment No. 1 to Offer to Purchase dated May 8, 2001. (a)(7) Appraisal of Mainland Valuations Services dated October 7, 2000. (b) None. (d) None. (g) None. (h) None. 5 -----END PRIVACY-ENHANCED MESSAGE-----