-----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, AHdj3u/ZlikTA151AcrJ3UZYeiM/NoFv/awbuJwBRjRDHp3HMDGGZSlCN33MBGnW Edo16HyGI+GHgtrENGpMiA== 0000916002-01-500087.txt : 20010820 0000916002-01-500087.hdr.sgml : 20010820 ACCESSION NUMBER: 0000916002-01-500087 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010817 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 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57267 FILM NUMBER: 1718315 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 14D9/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 SC 14D9/A 1 sch13d9amend3.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------------------------- SCHEDULE 14D-9 Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) 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) 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 [ ] Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. 1 This Amendment No. 3 amends and supplements the Solicitation/ Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on July 13, 2001, as amended (as amended, the "Schedule 14D-9) by Maxus Real Property Investors-Four, L.P. (the "Partnership"), relating to the tender offer by O. Bruce Mill (the "Purchaser"), disclosed in a Tender Offer Statement on Schedule TO dated July 10, 2001, to purchase all of the outstanding Units for cash at a price equal to $400 per Unit, reduced by any backup withholdings, tendered on or before 12:00 Midnight, Central Daylight Time, on Tuesday, August 7, 2001, and upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 10, 2001 (as amended, the "Offer to Purchase"). Item 4. The Solicitation or Recommendation As previously noted, if the Purchaser succeeds in his proposal, there is a potential acceleration of the Partnership's loan with NorthMarq. If this is the case, the Loan will become immediately due and payable. In addition the default interest rate would be 11.45 percent as compared to the current rate of 7.45 percent. In the event of the acceleration of the Loan, tendering limited partners will still receive the $400 per unit consideration offered pursuant to the tender offer as long as the Purchaser closes the tender offer. The potential acceleration of the Loan would only affect the remaining limited partners who do not tender to the Purchaser. Item 7. Purpose of the Transaction and Plans or Proposals Except for our decision to begin a $10 per unit quarterly distribution to the limited partners, we are not undertaking or engaged in any negotiations in response to the Offer to Purchase with the Purchaser, Everest Investors 12 LLC or any other person that relates to (i) a tender offer or acquisition of the units; (ii) an extraordinary transaction such as a merger, reorganization or liquidation of the Partnership; (iii) any purchase, sale or transfer of a material amount of assets of the Partnership; or (iv) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Partnership. As previously stated, we were contacted by Everest Investors 12 LLC regarding their potential desire to purchase some limited partnership units. On July 25, 2001, we received the only written communications from Everest concerning their potential interest in acquiring units in the Partnership. Everest requested that we waive the $75 transfer fee, because the purchases by Everest will not require the Partnership to incur the time and expense of SEC filings. The Partnership has decided not to waive the $75 transfer fee with respect to any acquisitions by Everest. 2 Item 9. Materials to be filed as Exhibits. (a)(1) Letter from the Partnership to the Limited Partners dated July 13, 2001.* (a)(2) Letter from the Partnership to the Limited Partners dated July 19, 2001.** (a)(3) Letter from the Partnership to the Limited Partners dated July 27, 2001.*** (a)(4) Letter from the Partnership to the Limited Partners dated August 17, 2001. * Previously filed as an exhibit to Schedule 14D-9 filed July 13, 2001. ** Previously filed as an exhibit to Schedule 14D-9 filed July 19, 2001. *** Previously filed as an exhibit to Schedule 14D-9 filed July 27, 2001. 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: August 17, 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 EX-99 3 maxuslt.txt EXHIBIT A(4) EXHIBIT a(4) MAXUS CAPITAL CORP. - -------------------------------------------------------------------------------- P.O.Box 34729*North Kansas City, Missouri 64116*(816) 303-4500*Fax (816)221-1829 August 17, 2001 Re: $400 Per Unit Unsolicited Tender Offer by O. Bruce Mills dated July 10, 2001 to Purchase Any and All Units of Maxus Real Property Investors-Four, LP (the "Partnership") Dear Limited Partners/Assignee: As Managing General Partner of the Partnership, the Securities and Exchange Commission has asked that we clarify a few points with respect to our previous letters to the Limited Partners in connection with O. Bruce Mills ("Mills") offer to buy any and all Limited Partners/Assignee Interest ("Units") of the Partnership for Four Hundred Dollars ($400) per Unit ("Mills' Offer to Purchase"). We previously indicated that we believed Mills' Schedule TO was misleading because he did not clearly indicate that the ownership percentage of every limited partner that did not tender pursuant to the Partnership's issuer tender offer that commenced on April 20, 2001 (the "Partnership's Tender Offer") increased on the same proportionate basis as our affiliate Bond Purchase's ownership percentage in the Partnership. Bond Purchase's interest did increase from 13.9 percent to 15.5 percent, as Mills disclosed in his Offer to Purchase dated July 10, 2001. We agree that his statement as to this matter is factually correct. We merely wanted to c larify that the ownership percentage of every other limited partner also increased proportionately. The Partnership pointed this out in its tender offer in April in its Offer to Purchase dated April 20, 2001. The Partnership's Offer to Purchase disclosed that its affiliate Bond Purchase's ownership interest could increase from 13.9 percent to a maximum of 16.4 percent if the maximum number of Units were tendered. In addition, we want to clarify that we were not claiming that Mills was misleading as to his disclosure of the appraised value of the Partnership of $567. However, it was our concern that because the appraised value was only disclosed once in Mills' Offer to Purchase, many of you may not have seen it and we wanted you to base your decision on all the facts, including the appraised value. We did not mean to imply that Mills was misleading you as to the $567 appraised value. We also want to clarify that we have no factual basis that Mills will act similarly to the previous General Partner that was removed in 1999. Based on his previous statements in his July 27, 2001 letter to you that (i) the Partnership's sole property (Woodhollow Apartments) was such an attractive property for him to own and manage August 17, 2001 Page 2 and (ii) he intended to sell Woodhollow Apartments and liquidate the Partnership if he gained control of the Partnership, we were concerned that Mills might sell the property to himself or an affiliate in a manner that would be similar to the previous managing general partner of the Partnership. The previous managing general partner attempted to sell one of the Partnership's properties to an affiliate at a price that was well below what we ultimately sold the same property to an unaffiliated third party a few years later. We just believed that there was an implication that Mills might take such action if he acquired control. Subsequently, Mills' has sent you a letter stating that he will not sell Woodhollow Apartments to himself or any of his affiliates. Additionally, we were concerned that Mills did not disclose in his initial Schedule TO that he had previously indicated to the Partnership that his "prime" condition was obtaining a majority of the outstanding Units. We believed that Mills' Offer to Purchase did not properly reflect his desire to obtain control based on the letter he had previously sent to the Partnership. We did not mean to imply in our previous letter to you dated July 27 that his condition itself was misleading, merely we were concerned that he placed a much greater emphasis on this condition than he disclosed in the Mills' Offer to Purchase. We merely wanted Mills to clarify his position with respect to the emphasis he placed on this condition. Mills did subsequently indicate that he was not placing a significant emphasis on this condition and waived the condition. Finally, we would like to clarify that on June 7, 2001, the Partnership decided to make quarterly distributions using the excess funds that were anticipated to be used for the Partnership's issuer tender offer after the closing of the Partnership's issuer tender offer on June 5, 2001. This decision was made after Mills' first letter to Maxus regarding his proposal. We continue to strongly recommend that you REJECT Mills' offer for the reasons previously indicated in our previous letters sent to you. For your information, we would like to let you know that we do not currently plan to permit Mills to become a "Substitute Limited Partner" with respect to the Units he has acquired in his tender offer, as is within our sole discretion pursuant to Section 7.2 of the Partnership Agreement, If Mills is not permitted to become a "Substitute Limited Partner," he will not have voting rights with respect to the Units he has acquired. In addition, before we will recognize Mills as an assignee of any Units pursuant to Section 7.3 of the Partnership Agreement, we will provide a form of assignment reasonably acceptable to the Partnership which will evidence the written acceptance by the Assignee of all the terms and provisions of the Partnership Agreement and that such his acquisition was made in accordance with all applicable laws and regulations. If such an agreeable assignment is not executed, we will not recognize the assignment of Units to Mills, as is our right under the Partnership Agreement. -----END PRIVACY-ENHANCED MESSAGE-----