SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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)
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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
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| Transaction Valuation: $607,500 | Amount of Filing Fee |
| 2,025 Limited Partnership Units | $122.00 |
| at $300 per Unit (a) | |
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________________________________________________________________________________
(a) Calculated as the aggregate maximum purchase price for limited partnership
units.
(b) Calculated as 1/50th of 1% of the Transaction Value.
[ ] 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: _____________________________ Not Applicable
Form or Registration No.: _____________________________ Not Applicable
Filing Party: _____________________________ Not Applicable
Date Filed: _____________________________ Not Applicable
[ ] 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: [ ]
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This 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"), 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 is
incorporated herein by reference.
Item 2. Subject Company Information
(a) The name of the subject company is Maxus Real Property Investors-Four,
L.P., a Missouri limited partnership. The Partnership is both the subject
company and the Filing Person. The Partnership's principal executive offices and
mailing address is located at 104 Armour Road, North Kansas City, Missouri 64116
and its telephone number is (816) 303-4500.
(b) The subject class of equity securities is the limited partnership
interests ("Interests") in the partnership units ("Units"). As of March 31,
2001, the Partnership had 13,529 outstanding Units held by 985 holders of
record.
(c) There is currently no established trading market for the Units.
Items 3. Identity and Background of Filing Person
(a) The Filing Person for which this Schedule TO relates is the subject
company. For information regarding the subject company, see Item 2(a) above. The
following table names each person specified in Instruction C to Schedule TO. The
business address and telephone number of each person specified in the following
table is 104 Armour Road, North Kansas City, Missouri 64116, (816) 303-4500.
Name Position / Relationship to Subject Company
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Maxus Capital Corp. General Partner of the Partnership
David L. Johnson Chairman of the Board and Director of Maxus
Capital Corp./86% owner of sole shareholder
of Maxus Capital Corp.
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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 is incorporated herein by
reference.
(b) Units will not be purchased from any officer, director or affiliate of
the subject company.
Item 5. Past Contracts, Transactions, Negotiations and Agreements
Not applicable.
Item 6. Purposes of the transaction and plans or proposals
(a) The information set forth in "Section 1, Background and Purposes of the
Offer" and "Section 8, Purpose of the Offer and Effects of the Offer" is
incorporated herein by reference.
(b) The Units will be automatically retired.
(c)(1) Neither the Offeror, the General Partner, nor Mr. Johnson has any
plans or proposals that relate to or would result in an extraordinary corporate
transaction, such as a merger, reorganization or liquidation involving the
Partnership.
(c)(2) Neither the Offeror, the General Partner, nor Mr. Johnson has any
plans, proposals or negotiations that relate to or would result in an any
purchase, sale or transfer of a material amount of assets of the Partnership.
(c)(3) Neither the Offeror, the General Partner, nor Mr. Johnson has any
plans, proposals or negotiations that relate to or would result in any material
change in the present distribution policy or indebtedness or capitalization of
the Partnership.
(c)(4) Neither the Offeror, the General Partner, nor Mr. Johnson has any
plans or proposals that relate to or would result in any other material change
in the Partnership's management.
(c)(5) Neither the Offeror, the General Partner, nor Mr. Johnson has any
plans, proposals or negotiations that relate to or would result in any other
material change in the Partnership's structure or business.
(c)(6) Item (c)(6) of this Item 6 is not applicable to the Partnership
because its securities are not listed on a national securities exchange and are
not authorized to be quoted on an inter-dealer quotation system of a registered
national securities association.
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(c)(7) Neither the Offeror, the General Partner, nor Mr. Johnson has any
plans, proposals or negotiations that relate to or would result in a class of
equity securities of the Partnership becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act.
(c)(8) Neither the Offeror, the General Partner, nor Mr. Johnson has any
plans, proposals or negotiations that relate to or would result in the
suspension of the Partnership's obligation to file reports under Section 15(d)
of the Act.
(c)(9) Neither the Offeror, the General Partner, nor Mr. Johnson has any
plans, proposals or negotiations that relate to or would result in the
acquisition by any person of additional Units of the Partnership, or the
disposition of Units of the Partnership.
(c)(10) Neither the Offer or, the General Partner, nor Mr. Johnson has any
plans, proposals or negotiations that relate to or would result in any changes
in the Partnership's governing instruments that could impede the acquisition or
control of the Partnership.
Item 7. Source and Amount of Funds or Other Consideration
(a) The information set forth in "Section 9, Source and Amount of Funds" of
the Offer to Purchase is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
Item 8. Interest in Units of the Subject Company
(a) Mr. Johnson beneficially owns 1,885, or 13.9%, of the outstanding Units.
These Units are owned by Bond Purchase, L.L.C., a Missouri limited liability
company in which Mr. Johnson has an 86% ownership interest. Bond Purchase is the
sole shareholder of the General Partner. The General Partner disclaims
beneficial ownership of these 1,885 Units. Affiliates of the Partnership do not
own any additional Units. The address of each of these persons is 104 Armour
Road, North Kansas City, Missouri 64116.
(b) No transactions by the Filing Person or any affiliate of the Filing
Person has occurred within the past sixty (60) days.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used
Not applicable.
Item 10. Financial Statements
Not applicable.
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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)(1) Form of Offer to Purchase dated September 22, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Affidavit and Indemnification Agreement for Missing
Certificate(s)of Ownership.
(a)(4) Form of Letter to Limited Partners.
(a)(5) Substitute Form W-9 with Guidelines.
(b) None.
(d) None.
(g) None.
(h) None.
Item 13. Information Required by Schedule 13E-3.
Not Applicable.
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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: April 20, 2001 MAXUS REAL PROPERTY INVESTORS-FOUR, L.P.,
a Missouri limited partnership
By: Maxus Capital Corp,
General Partner
By: /s/ David L. Johnson
David L. Johnson
Chairman
Executive Vice President
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EXHIBITS
Exhibit Number Description
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(a)(1) Form of Offer to Purchase dated September 22, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Affidavit and Indemnification Agreement for
Missing Certificate(s) of Ownership.
(a)(4) Form of Letter to Limited Partners.
(a)(5) Substitute Form W-9 with Guidelines.
(b) None.
(d) None.
(g) None.
(h) None.
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