Exhibit (a)(1)
Form of Offer to Purchase dated April 20, 2001.
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.
A summary of the principal terms of the offer appears on pages ii and iii.
You should read this entire document carefully before deciding whether to tender
your limited partnership units.
If you tender all or any portion of your units you will be subject to certain
risks including:
o The purchase price may be less than the fair market value and is
substantially less than the estimated liquidation value of the units.
o As a result of your acceptance of this offer, you may suffer negative tax
consequences.
o There is a conflict of interest between limited partners who tender units
in the Offer, limited partners who do not tender, and the general partner
of the partnership, which creates a risk that the purchase price will be
less than the fair value of the units.
o You will receive no future distributions or benefits associated with
remaining a limited partner.
If you continue to hold all or any portion of your units, you will remain
subject to certain risks including:
o There is no developed market for the units, which may prevent you from
being able to liquidate your investment or receive fair value for your
investment.
o Cash distributions have been suspended and may not be reinstated in the
foreseeable future.
o The partnership is using its cash reserves to fund the offer to purchase
which will reduce existing cash available for future partnership needs and
contingencies.
o The offer to purchase may result in increased voting control by affiliates
of the general partner.
o The partnership has no current plans to liquidate.
o There are significant general economic risks associated with investments in
real estate in general and in apartment buildings in particular.
See "RISK FACTORS."
____________________
[FN1] A $75 transfer fee per transaction charged by the Partnership's
independent transfer agent will reduce the aggregate payment received by limited
partners.
Questions and requests for assistance or for additional copies of this Offer
to Purchase, the Letter of Transmittal or any other documents relating to this
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 Offer to Purchase is April 20, 2001.
ii
SUMMARY TERM SHEET
o THE OFFEROR. Maxus Real Property Investors-Four, L.P. is making this tender
offer. Maxus Real Property Investors-Four, L.P. is a Missouri limited
partnership that owns the Woodhollow Apartments, a 402 unit apartment
complex in St. Louis, Missouri.
o OUR OFFER. We are offering to purchase up to 2,025 of the partnership's
outstanding limited partnership units that are not owned by our affiliates.
Currently, there are 13,529 outstanding units, including those units owned
by affiliates of the general partner.
o OUR OFFERING PRICE. We will purchase units tendered in the offer in cash
for $300 per unit. The aggregate purchase price to be received by you will
be reduced by a $75 transfer fee per transaction charged by the
Partnership's independent transfer agent. See Section 2.
o FACTORS IN DETERMINING OUR OFFERING PRICE. Your general partner determined
the offering price in its sole discretion. In determining the offering
price per unit, your general partner considered, among other things, the
following:
o The per unit price paid to limited partners in previous transactions, such
as tender offers and secondary market transactions. See Section 2.
o The absence of a trading market for the units. See Section 2.
o The appraised value of Woodhollow Apartments. See Section 2.
o ADDITIONAL PURCHASES. If more than 2,025 units are tendered, we may
purchase additional units, in our sole discretion. If the offer remains
oversubscribed, we will purchase your units on a pro rata basis. See
Section 2.
o CONDITIONS OF THE OFFER. We are offering to purchase outstanding units from
all limited partners and our offer is not generally conditioned on your
tendering any minimum number of your units. There are a number of other
conditions to our offer, including the absence of certain changes in your
partnership, the absence of certain changes in the financial markets and
the absence of competing tender offers. See Sections 2 and 6.
o RIGHT TO EXTEND THE EXPIRATION DATE. The offer expires on Tuesday, June 5,
2001 at 12:00 Midnight, Eastern Standard Time, but we may extend the
expiration date by providing you with a written notice of the extension.
See Section 2.
o SUBSEQUENT OFFERING PERIOD. We do not anticipate having a subsequent
offering period after the expiration date of the initial offering period
(including any extensions). See Section 2.
iii
o HOW TO TENDER YOUR UNITS. To tender your units, complete and sign the
accompanying letter of transmittal included in these materials, and send it
to the Partnership via mail or facsimile at the address or facsimile number
set forth in Section 16 of this offer to purchase by Tuesday, June 5, 2001
at 12:00 Midnight, Eastern Standard Time. See Section 3.
o WITHDRAWAL RIGHTS. If you tender, you can withdraw your units at any time
before the expiration date, including any extensions, or the date we pay
for your units, whichever is later. See Section 4.
o HOW TO WITHDRAW. To withdraw your units, you must send a written notice of
withdrawal which must be received by, on or before the expiration date,
June 5, 2001, via mail or facsimile at the address or facsimile number set
forth in Section 16 of this offer to purchase. If you file a notice of
withdrawal, it must specify your name and the amount of units that you are
withdrawing. See Section 4.
o PAYMENT FOR YOUR UNITS. If you tender your units and we accept your tender,
we will pay the price of any of your units which we purchase with a check.
We will deliver all checks by first class U.S. Mail deposited in the
mailbox within ten (10) business days after the expiration date. See
Section 5.
o TAX CONSEQUENCES. Your sale of Units in this offer will be a taxable
transaction for federal income tax purposes. The consequences to each of
you may vary, and you should consult your tax advisor to determine the
precise tax consequences to you. See Section 12.
o AVAILABILITY OF FUNDS. We currently have funds available in cash on hand
that are sufficient to enable us to purchase all of the Units sought in our
offer. See Section 9.
IMPORTANT
ANY LIMITED PARTNER WISHING TO TENDER ALL OR ANY PORTION OF HIS, HER OR ITS
UNITS SHOULD COMPLETE AND SIGN THE ENCLOSED LETTER OF TRANSMITTAL IN ACCORDANCE
WITH THE INSTRUCTIONS IN THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL AND
DELIVER IT TOGETHER WITH THE CERTIFICATE(S) OF OWNERSHIP FOR THE INTERESTS BEING
TENDERED (IF ORIGINALLY RECEIVED) (OR IF THE CERTIFICATE(S) OF OWNERSHIP FOR THE
UNITS ARE LOST, STOLEN, MISPLACED OR DESTROYED, THE AFFIDAVIT AND
INDEMNIFICATION AGREEMENT FOR MISSING CERTIFICATE(S) OF OWNERSHIP EXECUTED BY
THE LIMITED PARTNER ATTESTING TO SUCH FACT), THE SUBSTITUTE FORM W-9 AND ANY
OTHER REQUIRED DOCUMENTS TO THE PARTNERSHIP. A LIMITED PARTNER HAVING UNITS
REGISTERED IN THE NAME OF A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR
OTHER NOMINEE MUST CONTACT THAT BROKER,
iv
DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE IF HE,SHE OR IT DESIRES
TO TENDER SUCH UNITS.
LIMITED PARTNERS TENDERING ALL OR ANY PORTION OF THEIR UNITS ARE SUBJECT TO
CERTAIN RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 4.
THE OFFER IS NOT CONDITIONED ON THE TENDER OF ANY MINIMUM NUMBER OF UNITS.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE ABSENCE OF CERTAIN
CONDITIONS DESCRIBED IN SECTION 6 OF THIS OFFER TO PURCHASE.
WE ARE NOT MAKING ANY RECOMMENDATION TO YOU REGARDING WHETHER TO TENDER OR
REFRAIN FROM TENDERING YOUR UNITS. EACH OF YOU MUST MAKE YOUR OWN DECISION
REGARDING WHETHER TO TENDER UNITS, AND, IF SO, HOW MANY OF YOUR UNITS TO TENDER.
WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF
REGARDING WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR UNITS
PURSUANT TO THE OFFER. WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THOSE
CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. ANY RECOMMENDATION OR
INFORMATION, IF GIVEN OR MADE, MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY US OR THE GENERAL PARTNER.
v
TABLE OF CONTENTS
SUMMARY TERM SHEET
INTRODUCTION
RISK FACTORS
THE OFFER
Section 1. Background and Purposes of the Offer
Section 2. Offer to Purchase and Purchase Price; Proration; Expiration
Date; Determination of Purchase Price
Section 3. Procedure for Tendering Units
Section 4. Withdrawal Rights
Section 5. Purchase of Units; Payment of Purchase Price
Section 6. Certain Conditions of the Offer
Section 7. Cash Distribution Policy
Section 8. Purpose of the Offer; Effects of the Offer
Section 9. Source and Amount of Funds
Section 10. Certain Information About the Partnership
Section 11. Certain Transactions with Affiliates
Section 12. Certain Federal Income Tax Consequences
Section 13. Transactions and Arrangements Concerning Units
Section 14. Extensions of Tender Period; Terminations; Amendments
Section 15. Fees and Expenses
Section 16. Address; Miscellaneous
Appendix A
The Partnership's Financial Statements
vi
To Holders of Limited Partnership Units of
Maxus Real Property Investors-Four, L.P.
INTRODUCTION
Maxus Real Property Investors-Four, L.P.(the "Partnership") hereby offers to
purchase up to 2,025 limited partnership Units of the Partnership that are owned
by limited partners who are not affiliates of the Partnership at a purchase
price of $300 per Unit, less a $75 transfer fee per transaction charged by the
Partnership's independent transfer agent (the "Purchase Price") in cash to the
seller upon the terms and subject to the conditions set forth in this "Offer to
Purchase" and in the related "Letter of Transmittal." Together the "Offer to
Purchase" and "Letters of Transmittal" constitute the "Offer." As used in this
Offer to Purchase, the term "Unit" or "Units," refers to the limited partnership
units in the Partnership. As used in this Offer, the terms "we", "us" or "our"
as the context requires, refer to the Partnership.
This Offer is generally not conditioned upon any minimum amount of Units
being tendered, except as described in this Offer to Purchase. The Units are not
traded on any established trading market and are subject to restrictions on
transferability which are described in the Amended and Restated Agreement and
Certificate of Limited Partnership of Maxus Real Property Investors-Four, L.P.
(the "Partnership Agreement").
You should not view the Purchase Price as equivalent to the fair market value
or the liquidation value of a Unit. Maxus Capital Corp., a Missouri corporation
(the "General Partner"), determined the Purchase Price in its sole discretion,
based on:
o sales of Units by limited partners in secondary market transactions from
March 31, 2000 through March 31, 2001;
o purchases of Units by the Partnership's affiliate, Bond Purchase, L.L.C.
from March 31, 2000 through March 31, 2001 at prices ranging from $171.50
to $300.00 per Unit.
o the appraised value of Woodhollow Apartments (the Partnership's sole
operating asset)
o the estimated liquidation value of the Partnership (approximately $530 per
unit)
Neither we nor the General Partner has obtained an opinion from an
independent third party regarding the fairness of the Purchase Price.
Subject to the conditions set forth in the Offer, the Partnership will
purchase up to 2,025 Units which are tendered and received by the Partnership
by, and not withdrawn prior to, 12:00 Midnight, Eastern Standard Time, on June
5, 2001, subject to any extension of the Offer by us (the "Expiration Date").
If, on the Expiration Date, we determine that more than
2,025 Units have been tendered during the Offer, we may: (i) accept the
additional Units in accordance with Rule 13e-4(f)(1) promulgated under the
Securities Exchange Act of 1934 ("Exchange Act"), as amended; or (ii) extend the
Offer, if necessary, and increase the amount of Units that we are offering to
purchase to an amount that we believe is sufficient to accommodate the excess
Units tendered as well as any Units tendered during the extended Offer.
If the Offer is oversubscribed and we do not act in accordance with (i) or
(ii), above, or if we act in accordance with (i) and (ii), above, but the Offer
remains oversubscribed, then we will accept Units tendered by limited partners
prior to or on the Expiration Date for payment on a pro rata basis
("Proration"). If you tender Units and we pro rate, the number of Units that we
purchase from you will be equal to the number of Units which you properly tender
multiplied by a fraction, the numerator of which will be the total number of
Units we are willing to purchase in the Offer and the denominator of which will
be the total number of Units properly tendered by all limited partners
participating in the Offer. Any fractional Units resulting from this calculation
will be rounded down to the nearest whole number. We will not purchase fractions
of Units. If you tender and if we will purchase fewer than the number of Units
that you tender, the Partnership will notify you in writing. For any Unit that
you tender but we do not purchase, a book entry will be made on the
Partnership's books to reflect your ownership of the Units not purchased.
The Offer is generally not conditioned on the tender of any minimum number of
Units. The Offer, however, is conditioned upon, among other things, the absence
of certain adverse conditions described in Section 6, "Certain Conditions of the
Offer." In particular, we will not consummate the Offer, if in the opinion of
the General Partner, there is a reasonable likelihood that purchases under the
Offer would result in termination of the Partnership (as a partnership) under
Section 708 of the Internal Revenue Code of 1986, as amended (the "Code"), or
termination of the Partnership's status as a partnership for federal income tax
purposes under Section 7704 of the Code. See Section 6, "Certain Conditions of
the Offer."
All of the Units that we purchase pursuant to the Offer will be effective as
of the Expiration Date. If you accept the offer and tender Units, you will
receive the Purchase Price and any cash distributions declared and payable
before the Expiration Date. You will not be entitled to receive any cash
distributions declared and payable after the Expiration Date on any Units
tendered and accepted by us.
The tender and acceptance of an Unit will be treated as a sale of the Unit
for federal and most state income tax purposes, which will result in you
recognizing gain or loss for income tax purposes. We urge you to review
carefully all the information contained in or referred to in this Offer
including, without limitation, the information presented in Section 12, "Certain
Federal Income Tax Consequences."
As of March 31, 2000, the General Partner did not own any of the
Partnership's outstanding Units. All partners, members, affiliates and
associates of the General Partner beneficially owned a total of 1,885 Units,
representing approximately 13.9% of the
2
Partnership's 13,529 outstanding Units. Although we are making this Offer to all
limited partners, we have been advised that neither the General Partner nor any
of the partners, members, affiliates or associates of the General Partner
intends to tender any Units pursuant to the Offer. Assuming the Offer is fully
subscribed, the General Partner, and partners, members, affiliates and
associates of the General Partner will own, after the Offer, a total of 1,885
Units, representing approximately 16.4% of the Partnership's 11,504 outstanding
Units.
RISK FACTORS
If You Tender All or Any Portion of Your Units You are Subject to Risks
Including the Following:
The Purchase Price may be less than the fair market value and is
substantially less than the estimated liquidation value of the Units. The Units
are not traded on a recognized stock exchange or trading market. There is no
active, liquid market for the Units, and it is unlikely that this type of market
will develop in the near future. Over the past twelve months, we are aware of
transactions involving approximately 1,494 Units, ranging from $83.63 per Unit
to $300.00 per Unit.
Based on the appraised value of the Partnership's sole operating asset
Woodhollow Apartments of $16,800,000 (which is described in more detail below),
plus the book value of the Partnership's other assets (including approximately
$1.5 million in cash as of February 28, 2001), less the Partnership's
liabilities (including a $9.9 million mortgage as of February 28, 2001) and six
percent of the appraised value for a sales commission and closing costs on
Woodhollow Apartments, the General Partner has estimated the liquidation value
to be approximately $530 per Unit.
The appraisal was conducted by an unaffiliated company, Mainland Valuation
Services, located in Shawnee, Kansas. The date of the appraisal was October 7,
2000 and set forth the appraisal company's estimate of the market value of
Woodhollow Apartments in "as is" condition. The report indicated it was prepared
in accordance with the Uniform Standards of Professional Appraisal Practice.
The Purchase Price per Unit in this Offer was determined by the General
Partner, in its sole discretion, based on the purchase price paid to limited
partners in the transactions described above and the appraised value of
Woodhollow Apartments. The purchase price per Unit in any of the transactions
described above and the Purchase Price in this Offer may not reflect the value
of the Units. If you were to hold your Units until termination or liquidation of
the Partnership, you might receive greater or lesser value than the Purchase
Price for your Units.
You may suffer negative tax consequences. If you sell Units in this Offer you
generally will recognize a gain or loss on the sale of your Units for federal
and most state income tax purposes. The amount of gain or loss realized will be,
in general, the excess of the amount
3
you realize from selling your Units minus the adjusted tax basis in the Units
you sell. When you sell Units which you have held for more than twelve (12)
months, the sale will typically result in long-term capital gain or loss. Due to
the complexity of tax issues, you are advised to consult your tax advisors with
respect to your individual tax situation before selling your Units in the Offer.
See Section 12 of this Offer to Purchase.
There is a conflict of interest between limited partners who tender their
Units in the Offer, limited partners who do not tender, and the General Partner,
which creates a risk that the Purchase Price will be less than the fair value of
the Units. A conflict of interest exists between limited partners who tender
their Units and the Partnership, the General Partner and limited partners who
are not tendering their Units. Limited partners tendering their Units would
prefer a higher Purchase Price; the Partnership, the General Partner and limited
partners who are not tendering their Units would prefer a lower Purchase Price.
As a result of these conflicts of interest, there is a risk that the Purchase
Price is less than the fair value of the Units.
The General Partner Makes No Recommendation to Limited Partners. The General
Partner makes no recommendation regarding whether you should tender or retain
your Units. You should make your own decisions regarding whether to tender your
Units based upon your own individual situation.
If You Do Not Tender All or Any Portion of Your Units You Are Subject to Risks
Including the Following:
There is no developed market for the Units, which may prevent you from being
able to liquidate your investment or receive fair value. The Purchase Price per
Unit was determined by the General Partner in its sole discretion and may not
reflect the price per Unit if the Units were listed on an exchange or of the
proceeds that you may receive if the Partnership was liquidated or dissolved.
Although the Units are transferable, subject to certain limitations set forth in
the Partnership Agreement, we do not anticipate that any active, liquid market
will develop. You may not be able to liquidate your investment on favorable
terms, if at all.
Cash distributions have been suspended and may not be reinstated in the
foreseeable future. The Partnership suspended payment of cash distributions to
limited partners several years ago due to insufficient cash being generated from
the Partnership's operations. There can be no assurance when or if the
Partnership will ever resume distributions. The Partnership currently has cash
reserves of approximately $1.5 million primarily as a result of the sale of
Cobblestone Court in May 2000.
The Partnership is using cash reserves to fund the Offer, which will reduce
existing cash available for future needs and contingencies. The amount of funds
required by the Partnership to fund the Offer is estimated to be approximately
$625,000 ($607,500 to purchase 2,025 Units, plus approximately $17,500 for the
expenses associated with administering the Offer). The Partnership intends to
fund these monies from its cash reserves. The use of the Partnership's cash
reserves to fund the Offer will have the effect of:
4
(i) reducing the existing cash available for future needs or contingencies and
(ii) reducing or eliminating the interest income that the Partnership earns on
its cash reserves.
Affiliates will have increased voting control over the Partnership. If the
Offer is fully subscribed, the percentage of Units held by persons controlling,
controlled by or under common control with the Partnership will increase. The
General Partner does not own any Units. Partners, members, affiliates and
associates of the General Partner beneficially own, in the aggregate, 1,885
Units, representing approximately 13.9% of the Partnership's 13,529 outstanding
Units. Although this Offer is made to all limited partners, we have been advised
that none of the General Partner, or any of the partners, members, affiliates or
associates of the General Partner intend to tender any Units pursuant to the
Offer. Assuming the Offer is fully subscribed, the General Partner, and
partners, members, affiliates and associates of the General Partner will own,
after the Offer, a total of 1,885 Units, representing approximately 16.4% of the
Partnership's 11,504 outstanding Units, an increase of approximately 2.5% of the
outstanding Units. In addition, other persons controlling, controlled by or
under common control with the Partnership, by virtue of the decreased number of
outstanding Units, will own a greater percentage of the outstanding Units. Thus,
these entities or individuals will have a greater influence on certain matters
voted on by limited partners, including removal of the General Partner and
termination of the Partnership.
The Partnership has no current plan to liquidate. Under the agreement of
limited partnership, the Partnership is to terminate on December 31, 2082,
unless terminated sooner as allowed under the agreement. The Partnership has no
current plan to sell its assets and to distribute the proceeds to its limited
partners, nor does the Partnership contemplate resuming distributions to the
limited partners. Therefore, if you do not tender your Units you may not receive
any return on or any distribution relating to your investment in the Partnership
in the foreseeable future.
There are significant general economic risks associated with investments in
real estate. All real property investments are subject to some degree of risk.
Generally, equity investments in real estate are illiquid and, therefore, the
Partnership's ability to promptly vary its portfolio in response to changing
economic, financial and investment conditions is limited. Real estate
investments are also subject to changes in economic conditions as well as other
factors affecting real estate values, including:
o competition from other apartment projects;
o supply and demand for apartments;
o possible federal, state or local regulations and controls affecting rents,
prices of goods, fuel and energy consumption and prices, water and
environmental restrictions;
o increased labor and material costs; and
o the attractiveness of the property to tenants in the neighborhood.
5
THE OFFER
Section 1. Background and Purposes of the Offer. The purpose of the Offer is
to provide limited partners who desire to liquidate some or all of their
investment in the Partnership with a method for doing so. With the exception of
isolated transactions, no established secondary trading market for the Units
exists, and under the Partnership Agreement transfers of Units are subject to
restrictions, including the prior approval of the General Partner. The General
Partner believes that some limited partners desire immediate liquidity, while
other limited partners may not need or desire liquidity and would prefer the
opportunity to retain their Units. The General Partner believes that limited
partners should be entitled to make a choice between immediate liquidity and
continued ownership and, thus, believes that this Offer accommodates the
differing goals of both groups of limited partners. Limited partners who tender
their Units in the Offer are, in effect, exchanging certainty and liquidity for
the potentially higher return of continued ownership of their Units. The
continued ownership of Units, however, entails the risk of loss of all or a
portion of the current value of their investment. See Risk Factors - "General
Economic Risks Associated with Investments in Real Estate."
Neither we nor the General Partner has any current plans or proposals that
relate to or would result in:
o an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Partnership;
o a sale or transfer of a material amount of assets of the Partnership;
o any change in the identity of the General Partner or in the management of
the Partnership, including, but not limited to, any plans or proposals to
change the number or term of the General Partner(s), to fill any existing
vacancy for the General Partner, or to change any material term of the
management agreement between the General Partner and the Partnership;
o any change in the indebtedness or capitalization of the Partnership;
o any other material change in the structure or business of the Partnership;
or
o any change in the Partnership Agreement or other actions that may impede
the acquisition of control of the Partnership by any person. The General
Partner, however, may explore and pursue any of these options in the
future. The Partnership suspended payment of cash distributions to limited
partners several years ago due to insufficient cash being generated from
the Partnership's operations. See Section 7 of this Offer to Purchase. The
Partnership currently has cash reserves of approximately $1.5 million
primarily as a result of the sale of Cobblestone Court in May 2000.
6
If you do not tender your Units or tender only a portion of your Units, the
Units we purchase in the Offer will have the effect of increasing your
proportionate interest in the Partnership, and will also increase the
proportionate interest of affiliates of the General Partner that own Units. If
you retain your Units you will be subject to increased risks including but not
limited to: (1) reduction in the Partnership's cash reserves, which may affect
the Partnership's ability to fund its future cash requirements, thus having a
material adverse effect on the Partnership's financial condition; and (2)
increased voting control by the affiliates of the General Partner, and persons
controlling the affiliates, which will increase the influence that affiliates of
the General Partner and persons controlling the affiliates have on certain
matters voted on by limited partners, including removal of the General Partner
and termination of the Partnership. Any Units tendered to the Partnership in
connection with this Offer will be retired, although the Partnership may issue
new Units from time to time in compliance with the federal and state securities
laws or any exemptions therefrom. Neither the Partnership nor the General
Partner has plans to offer for sale any other additional Units, but each
reserves the right to do so in the future.
Bond Purchase, L.L.C. ("Bond Purchase"), is a Missouri limited liability
company in which David L. Johnson, a member of the Board of Directors and
Chairman and Executive Vice President of the General Partner, owns 86% of the
outstanding equity interests in Bond Purchase. Since the end of the fiscal year
of the Partnership on November 30, 2000, Bond Purchase has acquired 25 Units at
a purchase price of $200 per unit. After these acquisitions, Bond Purchase now
owns 1,885 of the 13,529 outstanding Units of the Partnership representing 13.9%
of the outstanding Units, less a $75 transfer fee per transaction charged by the
Partnership's independent transfer agent.
Section 2. Offer to Purchase and Purchase Price; Proration; Expiration Date;
Determination of Purchase Price.
Offer to Purchase and Purchase Price. We will, upon the terms and subject to
the conditions of the Offer described below, purchase a total of up to 2,025
Units that are properly tendered by, and not withdrawn prior to, the Expiration
Date at a price equal to $300 per Unit, less a $75 transfer fee per transaction
charged by the Partnership's independent transfer agent.
If, on the Expiration Date, we determine that more than 2,025 Units have been
tendered during the Offer, we may: (i) accept the additional Units permitted to
be accepted pursuant to Rule 13e-4(f)(1) promulgated under the Exchange Act, as
amended; or (ii) extend the Offer, if necessary, and increase the amount of
Units that we are offering to purchase to an amount that we believe is
sufficient to accommodate the excess Units tendered as well as any Units
tendered during the extended Offer.
Proration. If the Offer is oversubscribed and we do not act in accordance
with (i) or (ii), above, or if we act in accordance with (i) and (ii), above,
but the Offer remains oversubscribed, then we will accept Units tendered on or
before the Expiration Date for payment on a pro rata basis. If you tender in the
Offer and we prorate, the number of Units we purchase from you will be equal to
a fraction of the total number of Units tendered by all
7
limited partners in this Offer, the numerator of which will be the total number
of Units that we are willing to purchase and the denominator of which will be
the total number of Units properly tendered by all limited partners
participating in the Offer.
We will round any fractional Units resulting from any proration calculation
down to the nearest whole number. We will not purchase fractions of Units. The
Partnership will notify, in writing, limited partners from whom we will purchase
fewer than the number of Units which they originally tendered. For any Unit that
a limited partner tenders but we do not purchase, a book entry will be made on
the Partnership's books to reflect ownership of the Units not purchased.
THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF UNITS BEING TENDERED.
Expiration Date. The term "Expiration Date" means 12:00 Midnight, Eastern
Standard Time, on June 5, 2001 unless and until we extend the period of time for
which the Offer is open, in which event "Expiration Date" will mean the latest
time and date at which the Offer, as extended by us, expires. The Partnership
may extend the Offer, in its sole discretion, by providing you with written
notice of the extension; provided, however, that if the Offer is oversubscribed,
we may, each in our sole discretion, extend the Offer by providing you with
written notice of the extension. We do not intend to allow limited partners to
tender Units after the Expiration Date, including any extensions. For a
description of how we may extend or terminate the Offer, see Section 14 of this
Offer to Purchase.
Determination of Purchase Price. The Purchase Price represents the price at
which we are willing to purchase Units. Your approval is not required and was
not sought regarding the determination of the Purchase Price. No special
committee of ours or of the limited partners has approved this Offer and no
special committee or independent person has been retained to act on behalf of
us. Neither we nor the General Partner has obtained an opinion from an
independent third party regarding the fairness of the Purchase Price.
The Purchase Price offered by us was determined by the General Partner in its
sole discretion based on:
o sales of Units by limited partners in secondary market transactions from
March 31, 2000 through March 31, 2001;
o purchases of Units by the Partnership's affiliate, Bond Purchase, L.L.C.
from March 31, 2000 through March 31, 2001 at prices ranging from $171.50
to $300.00 per Unit.
o the appraised value of Woodhollow Apartments (the Partnership's sole
operating asset)
o the estimated liquidation value of the Partnership (approximately $530 per
unit)
8
Section 3. Procedure for Tendering Units. If you wish to tender Units in this
Offer you must submit a properly completed and duly executed Letter of
Transmittal and Substitute Form W-9, together with the Certificate(s) of
Ownership for the Units you tender (if originally received) or if your
Certificate(s) of Ownership for the Units are lost, stolen, misplaced or
destroyed, you must execute and submit the Affidavit and Indemnification
Agreement for Missing Certificate(s) of Ownership attesting to such fact (the
"Affidavit"), and any other required documents to the Partnership, at the
address listed in Section 15 of this Offer to Purchase. If your Units are held
in an IRA/custodial account, all forms should be signed with a signature
guarantee for the Units and forwarded to the Partnership. There are no fees or
other charges payable by limited partners who tender Units in connection with
the Offer.
THE LETTER OF TRANSMITTAL, SUBSTITUTE FORM W-9, AND CERTIFICATE(S) OF OWNERSHIP
FOR THE UNITS BEING TENDERED (IF ORIGINALLY RECEIVED) (OR AFFIDAVIT, IF
APPLICABLE) AND ANY OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE PARTNERSHIP
ON OR BEFORE THE EXPIRATION DATE. WE WILL NOT ACCEPT UNITS RECEIVED BY THE
PARTNERSHIP AFTER THE EXPIRATION DATE.
Method of Delivery. YOU ASSUME ANY RISK ASSOCIATED WITH THE METHOD FOR
DELIVERING THE LETTER OF TRANSMITTAL, SUBSTITUTE FORM W-9 AND CERTIFICATE(S) OF
OWNERSHIP FOR THE UNITS (IF ORIGINALLY RECEIVED) (OR THE AFFIDAVIT). WE
RECOMMEND THAT YOU SUBMIT ALL DOCUMENTS BY REGISTERED MAIL RETURN RECEIPT
REQUESTED AND PROPERLY INSURED OR BY AN OVERNIGHT COURIER SERVICE. YOU MAY
CONFIRM RECEIPT OF A LETTER OF TRANSMITTAL BY CONTACTING KEITH MADSEN AT THE
ADDRESS AND TELEPHONE NUMBER LISTED IN SECTION 16 OF THIS OFFER TO PURCHASE.
Determination of Validity. All questions regarding the validity, form,
eligibility (including time of receipt) and acceptance for payment of any Units
will be determined by the Partnership, in its sole discretion. If the Offer is
oversubscribed, however, we may decide to purchase Units in excess of the
initial 2,025 Units. In that case, all questions regarding the validity, form or
eligibility (including time of receipt) and acceptance for payment of any
additional Units purchased by the Partnership will be determined by the
Partnership, in its sole discretion. Each determination will be final and
binding. The Partnership has the absolute right to waive any of the conditions
of the Offer or any defect or irregularity in any tender, or in the related
transmittal documents. Unless waived, any defects or irregularities must be
cured within the time period established by the Partnership. In any event,
tenders will not be deemed to have been made until all defects or irregularities
have been cured or waived. We are neither under any duty nor will we incur any
liability for failure to notify you of any defects, irregularities or rejections
contained in your tenders.
Section 10(b) of the Exchange Act and Rule 14e-4 promulgated thereunder
require that
9
a person tendering Units on his, her or its behalf, own the Units tendered.
Section 10(b) and Rule 14e-4 provide a similar restriction applicable to the
tender or guarantee of a tender on behalf of another person. If you tender your
Units pursuant to any of the procedures described in this Offer to Purchase you
accept the terms and conditions of the Offer, and represent and warrant that (i)
you own the Units being tendered within the meaning of Rule 14e-4; and (ii) the
tender complies with Rule 14e-4.
Section 4. Withdrawal Rights. If you tender Units in this Offer, you may
withdraw your tender at any time before the Expiration Date or the date we
accept Units, whichever is later. For a withdrawal to be effective, it must be
in writing and received by the Partnership via mail or facsimile at the address
or facsimile number set forth in Section 16 of this Offer to Purchase on or
before the Expiration Date. Any notice of withdrawal must specify your name and
the amount of Units that you are withdrawing.
All questions as to form and validity of the notice of withdrawal will be
determined by the Partnership, in its sole discretion. If the Offer is
oversubscribed, all questions as to form and validity of the notice of
withdrawal will be determined by the Partnership, in its sole discretion, for
any Units purchased by the Partnership in excess of the initial 2,025 Units. All
determinations made by the Partnership will be final and binding. Units properly
withdrawn will not thereafter be deemed to be tendered for purposes of the
Offer. However, withdrawn Units may be re-tendered by following the procedures
set forth in Section 3 of this Offer to Purchase prior to the Expiration Date.
Tenders made pursuant to the Offer which are not otherwise withdrawn in
accordance with this Section 4 will be irrevocable.
Section 5. Purchase of Units; Payment of Purchase Price. If you tender Units
under the Offer, upon the terms and subject to the conditions of the Offer, we
will pay you $300 per Unit for each Unit you properly tender, less a $75
transfer fee per transaction charged by the Partnership's independent transfer
agent. We will pay you the Purchase Price with a check from the Partnership. We
will deliver your check by first class U.S. Mail deposited in the mailbox within
ten (10) business days after the Expiration Date. Under no circumstances will we
pay you interest on the Purchase Price, regardless of any extension of the Offer
or any delay in making payment. In the event of Proration as set forth in
Section 2 of this Offer to Purchase, we may not be able to determine the
proration factor and pay for those Units that have been accepted for payment,
and for which payment is otherwise due, until approximately ten (10) business
days after the Expiration Date.
Units will be deemed purchased at the time of acceptance by us, but in no
event earlier than the Expiration Date. Units purchased by the Partnership will
be retired, although the Partnership may issue new Units from time to time in
compliance with the registration requirements of federal and state securities
laws or exemptions from these laws. Neither the Partnership nor the General
Partner has plans to offer for sale any other additional Units, but each
reserves the right to do so in the future.
Section 6. Certain Conditions of the Offer. Notwithstanding any other
provision of this Offer to Purchase, we will not be required to purchase or pay
for any Units tendered and may
10
terminate the Offer as provided in Section 14 of this Offer to Purchase or may
postpone the purchase of, or payment for, Units tendered if any of the following
events occur prior to the Expiration Date:
(a) there is a reasonable likelihood that consummation of the Offer would
result in the termination of the Partnership (as a partnership) under
Section 708 of the Code;
(b) there is a reasonable likelihood that consummation of the Offer would
result in termination of the Partnership's status as a partnership for
federal income tax purposes under Section 7704 of the Code;
(c) as a result of the Offer, there would be fewer than three hundred (300)
holders of record, pursuant to Rule 13e-3 promulgated under the Exchange
Act;
(d) there shall have been instituted or threatened or shall be pending any
action or proceeding before or by any court or governmental, regulatory
or administrative agency or instrumentality, or by any other person,
which: (i) challenges the making of the Offer or the acquisition by the
Partnership of Units pursuant to the Offer or otherwise directly or
indirectly relates to the Offer; or (ii) in the Partnership's reasonable
judgment (determined within five (5) business days prior to the
Expiration Date), could materially affect the business, condition
(financial or other), income, operations or prospects of the Partnership,
taken as a whole, or otherwise materially impair in any way the
contemplated future conduct of the business of the Partnership or
materially impair the Offer's contemplated benefits to the Partnership;
(e) there shall have been any action threatened or taken, or approval
withheld, or any statute, rule or regulation proposed, sought,
promulgated, enacted, entered, amended, enforced or deemed to be
applicable to the Offer or the Partnership, by any government or
governmental, regulatory or administrative authority or agency or
tribunal, domestic or foreign, which, in our reasonable judgment, would
or might directly or indirectly:
(i) delay or restrict the ability of the Partnership, or render the
Partnership unable, to accept for payment or pay for some or all
of the Units;
(ii) materially affect the business, condition (financial or other),
income, operations, or prospects of the Partnership, taken as a
whole, or otherwise materially impair in any way the
contemplated future conduct of the business of the Partnership;
(f) there shall have occurred:
(i) the declaration of any banking moratorium or suspension of
payment in respect of banks in the United States;
11
(ii) any general suspension of trading in, or limitation on prices
for, securities on any United States national securities
exchange or in the over-the-counter
market;
(iii) the commencement of war, armed hostilities or any other national
or international crises directly or indirectly involving the
United States;
(iv) any limitation (whether or not mandatory) by any governmental,
regulatory or administrative agency or authority on, or any
event which, in our reasonable judgment, might affect, the
extension of credit by banks or other lending institutions in
the United States;
(v) (A) any significant change, in our reasonable judgment, 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 or (B) any change in
the general political, market, economic, or financial conditions
in the United States or abroad that (1) could have a material
adverse effect on the business condition (financial or other),
income, operations or prospects of the Partnership, or (2) in
our reasonable judgment, makes it inadvisable to proceed with
the Offer; or
(vi) in the case of the foregoing existing at the time of the
commencement of the Offer, in our reasonable judgment, a
material acceleration or worsening thereof;
(g) any change shall occur or be threatened in the business, condition
(financial or otherwise), or operations of the Partnership, that, in the
Partnership's reasonable judgment, is or may be material to the
Partnership;
(h) a tender or exchange offer for any or all of the Units of the
Partnership, or any merger, business combination or other similar
transaction with or involving the Partnership, shall have been proposed,
announced or made by any person; or
(i) (i) any entity, "group" (as that term is used in Section 13(d)(3) of the
Exchange Act) or person (other than entities, groups or persons, if any,
who have filed with the Commission on or before the date of this Offer a
Schedule 13G or a Schedule 13D with respect to any of the Units) shall
have acquired or proposed to acquire beneficial ownership of more than 5%
of the outstanding Units; or (ii) such entity, group, or person that has
publicly disclosed any such beneficial ownership of more than 5% of the
Units prior to such date shall have acquired, or proposed to acquire,
beneficial ownership of additional Units constituting more than 1% of the
outstanding Units or shall have been granted any option or right to
acquire beneficial ownership of more than 1% of the outstanding Units; or
(iii) any person or group shall have filed a Notification and Report Form
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or made a
public announcement reflecting an intent to acquire the
12
Partnership or its assets; which, in our reasonable judgment, in any such
case and regardless of the circumstances (including any action by us)
giving rise to such event, makes it inadvisable to proceed with the Offer
or with such purchase or payment. The conditions described above are for
our sole benefit and may be asserted by us on our respective behalf
regardless of the circumstances giving rise to any such condition
(including any action or inaction by us) or may be waived by us in whole or
in part. Our failure at any time to exercise any of the foregoing rights
shall not be deemed a waiver of any such right and each such right shall be
deemed an ongoing right which may be asserted at any time and from time to
time. Any determination by us concerning the events described in this
Section 6 shall be final and binding on all parties. As of the date hereof,
we believe that neither paragraph (a) nor paragraph (b) of this Section 6
will prohibit the consummation of the Offer.
Section 7. Cash Distribution Policy. Distributions to limited partners were
suspended several years ago due to insufficient cash being generated from the
Partnership's operations. Although the Partnership is not obligated to make
future cash distributions, it may do so in the future. See Section 10, "Certain
Information About the Partnership." If you tender your Units pursuant to the
Offer, you will not be entitled to receive any cash distributions declared and
payable, if any, after the Expiration Date, on any Units which you tender and we
accept. There can be no assurance that the Partnership will make any
distributions in the future to limited partners who continue to own Units
following completion of the Offer. The Partnership does currently have cash
reserves of approximately $1.5 million primarily as a result of the sale of
Cobblestone Court in May 2000.
Section 8. Purpose of the Offer; Effects of the Offer.
The purpose of the Offer is to provide liquidity to limited partners who hold
Units.
In addition to the effects of the Offer on limited partners who tender their
Units and limited partners who do not tender their Units and upon the General
Partner as set forth in the "Risk Factors" of this Offer to Purchase, the Offer
will affect the Partnership in several other respects:
If the Offer is fully subscribed, the Partnership will use approximately
$625,000 to purchase 2,025 Units and pay costs associated with the Offer. This
will have the effect of: (i) reducing the cash available to fund future needs
and contingencies or to make future distributions; and (ii) reducing or
eliminating the interest income that the Partnership would have been able to
earn had it invested this cash in interest-bearing investments.
Upon completion of the Offer, we may consider purchasing any Units not
purchased in the Offer. Any such purchases may be on the same terms as the terms
of this Offer or on terms which are more favorable or less favorable to you than
the terms of this Offer. Rule 13e-4 promulgated under the Exchange Act prohibits
us from purchasing any Units, other
13
than pursuant to the Offer, until at least ten (10) business days after the
Expiration Date. Any possible future purchases by us will depend on many
factors, including but not limited to, the market price of Units, the results of
the Offer, the Partnership's business and financial condition and general
economic market conditions.
Section 9. Source and Amount of Funds. The total amount of funds required to
complete this Offer is approximately $625,000 (including approximately $607,500
to purchase 2,025 Units plus approximately $17,500 for expenses related to
administering the Offer). The Partnership expects to fund these payments with
its cash reserves. As of February 28, 2001, the Partnership had unrestricted
cash and cash equivalents of approximately $1.5 million, or approximately $103
per Unit. If the Offer is oversubscribed and the Partnership, in its sole
discretion, decides to purchase Units in excess of 2,025 Units, the Partnership
will fund these additional purchases and expenses, if any, from its cash
reserves.
Section 10. Certain Information About the Partnership. The Partnership is a
limited partnership organized under the laws of the State of Missouri on
February 9, 1982. On December 21, 1999, the Partnership's Certificate of Limited
Partnership was amended to change the name of the Partnership from Nooney Real
Property Investors-Four, L.P. to Maxus Real Property Investors-Four, L.P. The
Partnership was organized to invest primarily in income-producing real
properties such as shopping centers, office buildings and other commercial
properties, apartment buildings, warehouses, and light industrial properties.
The Partnership's portfolio is comprised of an apartment building located in
West St. Louis County, Missouri (Woodhollow Apartments) which generated 100% of
total revenues for the quarter ended February 28, 2001. Cobblestone Court, a
retail shopping center located in Burnsville, Minnesota, a suburb of
Minneapolis, was sold for a price of $5,100,000 on May 24, 2000.
Woodhollow Apartments, which was constructed in phases in l971 and l972,
consists of 17 buildings containing an aggregate of 402 one, two and three
bedroom apartments. The complex is located on a 26 acre site which provides
paved parking for 707 cars. Woodhollow Apartments was 99% occupied on February
28, 2001.
The Partnership is intended to be self-liquidating and proceeds, if any, from
the sale or refinancing of the Partnership's real property investments will not
be invested in new properties but will be distributed to the partners or, at the
discretion of the managing general partners, applied to capital improvements to,
or the payment of indebtedness with respect to, existing properties, the payment
of other expenses or the establishment of reserves.
The managing general partner of the Partnership responsible for all aspects
of the Partnership's operations is Maxus Capital Corp., a Missouri corporation
(formerly known as Nooney Capital Corp.). Maxus Capital Corp. was formed in
February 1982 for the purpose of being a general and/or limited partner in the
Partnership and other limited partnerships.
14
The three members of the board of directors of Maxus Capital Corp. are David
L. Johnson, Daniel W. Pishny and John W. Alvey. The executive officers are Mr.
Johnson, Chairman and Executive Vice President; Mr. Pishny, President; and Mr.
Alvey, Vice President, Secretary and Treasurer.
Mr. Johnson, age 44, is a member of the Board of Trustees and Chairman of
Maxus Realty Trust, Inc., a publicly-traded real estate investment trust
("MRTI"). Mr. Johnson also is Chairman, Chief Executive Officer, and majority
shareholder of Maxus Properties, Inc. ("Maxus"), a Missouri corporation located
at 104 Armour Road, North Kansas City, Missouri 64116, that specializes in
commercial property management for affiliated owners (including Woodhollow
Apartments). Maxus employs more than 300 people to manage 53 commercial
properties, including more than 9,000 apartment units and 600,000 square feet of
retail and office space. Mr. Johnson is also currently Vice President of KelCor,
Inc. ("KelCor"), a Missouri corporation that specializes in the acquisition of
commercial real estate.
Mr. Pishny, age 38, is a member of the Board of Trustees and President of
MRTI, and is President and Chief Operating Officer of Maxus. Mr. Pishny is
responsible for the day-to- day operations of Maxus and its managed properties.
Mr. Alvey, age 42, is a member of the Board of Trustees and Vice President of
MRTI, Executive Vice President and Chief Financial Officer of Maxus and
President of KelCor, Inc.
John J. Nooney is a special general partner of the Partnership and as such,
does not exercise control of the affairs of the Partnership. John J. Nooney
joined Nooney Company in 1958 and was President and Treasurer until he resigned
in1992.
For where to obtain more detailed financial information about the
Partnership, see Section 16 "Miscellaneous" and Appendix A.
The Partnership does not have any plans or proposals that relate to or would
result in: (a) the acquisition by any person of additional Units or the
disposition of Units; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Partnership; (c) any
material change in the present distribution policy or indebtedness or
capitalization of the Partnership; (d) any change in the identity of the General
Partner of the Partnership, or in the management of the Partnership; (e) a sale
or transfer of a material amount of assets of the Partnership; (f) any other
material change in the Partnership's structure or business; or (g) any changes
in the Partnership Agreement or other actions that may impede the acquisition of
control of the Partnership by any person.
Section 11. Certain Transactions with Affiliates.
Effective November 10, 1999, Maxus, an affiliate of the managing general
partner, became the management company for the Partnership's properties.
Pursuant to the management contract in place from November 10, 1999 through
October 12, 2000 for
15
Woodhollow Apartments, Maxus was entitled to receive monthly compensation of
four and one half percent (4.5%) of the monthly gross receipts from the
operation of Woodhollow Apartments, for property management and leasing
services, plus reimbursement for administrative expenses. On October 12, 2000
the management contract was amended and is now entitled to receive five percent
(5.0%) of the monthly gross receipts from the operation of Woodhollow
Apartments, plus reimbursement for administrative expenses. During fiscal 2000,
the Partnership paid property management fees of $143,000 to Maxus.
Partnership management fees of $40,000, provided for in the Partnership
Agreement, were payable to the general partner of the Partnership for the year
ended November 30, 2000.
Section 12. Certain Federal Income Tax Consequences of the Offer. The
following discussion is a general summary of the federal income tax consequences
of the purchase of Units by the Partnership from limited partners pursuant to
the Offer. Limited partners should consult their own tax advisers for a complete
description of the tax consequences to them of a purchase of their Units by the
Partnership pursuant to the Offer.
In general, a limited partner from whom a Unit is purchased by the
Partnership will be treated as receiving a distribution from the Partnership. A
limited partner generally will not recognize income or gain as a result of the
purchase, except to the extent (if any) that the amount of consideration
received by the limited partner exceeds the limited partner's then adjusted tax
basis in the limited partner's Units. A limited partner's basis in its Units
will be reduced (but not below zero) by the amount of consideration received by
the limited partner from the Partnership in connection with the purchase of the
Units. A limited partner's basis in its Units will be adjusted for income, gain
or loss allocated (for tax purposes) to the limited partner for periods prior to
the purchase of the Units. Cash distributed to a limited partner in excess of
the adjusted tax basis of the limited partner's Units is taxable as capital gain
or ordinary income, depending on the circumstances. A limited partner who sells
all of such limited partner's Units to the Partnership may recognize a loss, but
only to the extent that the amount of consideration received from the
Partnership is less than the limited partner's then adjusted tax basis in the
Units.
We urge you to consult your own tax advisors as to the particular tax
consequences of a tender of your Units pursuant to the Offer, including the
applicability and effect of any state, local, foreign or other tax laws, any
recent changes in applicable tax laws and any proposed legislation.
Section 13. Transactions and Arrangements Concerning Units. Based upon the
Partnership's records and information provided to the Partnership by the General
Partner and affiliates of the General Partner, neither the Partnership, General
Partner nor, to the best of the Partnership's knowledge, any controlling person
of the Partnership, or the General Partner, has effected any transactions in the
Units during the sixty (60) business days prior to the date hereof.
Section 14. Extensions of Tender Period; Terminations; Amendments. The
Partnership
16
has, or, if the Offer is oversubscribed, we have, the right at any time and from
time to time, to extend the period of time during which the Offer is open by
giving each of you written notice of the extension. If there is any extension,
all Units previously tendered and not purchased or withdrawn will remain subject
to the Offer and may be purchased by us, except to the extent that such Units
may be withdrawn as set forth in Section 4 of this Offer to Purchase.
If the Offer is oversubscribed, we have the right to purchase up to two
percent additional Units pursuant to Rule 13e-4(f)(1) promulgated under the
Exchange Act, as amended, or, extend the Offer to increase the number of Units
sought. If we decide, in our sole discretion, to extend the Offer to increase
the amount of Units being sought and, at the time that the notice of such
increase is first published, sent or given to holders of Units, the Offer is
scheduled to expire at any time earlier than the expiration of a period ending
on the tenth business day from, and including, the date that such notice is
first so published, sent or given, then the Offer will be extended until the
expiration of such period of ten (10) business days.
For purposes of the Offer, a "business day" means any day other than a
Saturday, Sunday or federal holiday and consists of the time period from 12:01
a.m. through 12:00 Midnight, Eastern Standard Time. We have the right: (i) to
terminate the Offer and not to purchase or pay for any Units not previously
purchased or paid for upon the occurrence of any of the conditions specified in
Section 6 of this Offer to Purchase by giving you written notice of the
termination and making a public announcement of the termination; or (ii) at any
time and from time to time, to amend the Offer in any respect. All extensions,
delays in payment or amendments will be followed by public announcements, which
in the case of an extension will be issued no later than 9:00 a.m. Eastern
Standard Time, on the next business day after the previously scheduled
Expiration Date. Without limiting the manner in which we may choose to make any
public announcement, except as provided by applicable law (including Rule
13e-4(e)(2) under the Exchange Act), we have no obligation to publish, advertise
or otherwise communicate any public announcement, other than by issuing a
release to the Dow Jones News Service.
Section 15. Fees and Expenses. We will not pay any fees or commissions to any
broker, dealer or other person for soliciting tenders of Units pursuant to the
Offer. We will reimburse brokers, dealers, commercial banks and trust companies
for customary handling and mailing expenses incurred in forwarding the Offer to
their customers. Limited Partners tendering their Units will bear the $75
transaction fee charged by the Partnership's independent transfer agent.
Section 16. Address; Miscellaneous.
Address. All executed copies of the Letter of Transmittal, Substitute Form
W-9 and the Certificate(s) of Ownership for the Units being tendered (if
originally received) (or the Affidavit) must be sent via mail or overnight
courier service to the address set forth below. Manually signed facsimile copies
of the Letter of Transmittal will not be accepted. The Letter of Transmittal and
Substitute Form W-9 should be sent or delivered by you or your
17
broker, dealer, commercial bank, trust company or other nominee as follows:
By Mail, Hand Delivery or Overnight Mail/Express:
Maxus Real Property Investors-Four, L.P.
Attn: Keith Madsen
104 Armour Road
North Kansas City, Missouri 64116
Any questions, requests for assistance, or requests for additional copies of
this Offer to Purchase, the Letter of Transmittal or any other documents
relating to this Offer also may be directed to Keith Madsen at the above-listed
address or at (816) 303-4500 or by facsimile at (816) 221-1829.
Miscellaneous. The Offer is not being made to, nor will tenders be accepted
from, limited partners residing in any jurisdiction in which the Offer or its
acceptance would not comply with the securities or blue sky laws of such
jurisdiction. We are not aware of any jurisdiction in which the Offer or tenders
pursuant to the Offer would not be in compliance with the laws of that
jurisdiction. We reserve the right to exclude limited partners in any
jurisdiction in which it is asserted that the Offer cannot lawfully be made. We
believe such exclusion is permissible under applicable laws and regulations,
provided that we make a good faith effort to comply with any state law deemed
applicable to the Offer.
The Partnership is subject to the informational requirements of the Exchange
Act and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC") relating to
our business, financial condition and other matters. Certain information as of
particular dates concerning the General Partners and its affiliates, their
remuneration, the principal holders of the Units and any material interest of
these persons in transactions with the Partnership is filed with the SEC. We
have also filed an Issuer Tender Offer Statement on Schedule TO with the SEC,
which includes certain additional information relating to the offer. These
reports, as well as such other material, may be inspected and copies may be
obtained at the SEC's public reference facilities at 450 Fifth Street, N.W.,
Washington, D.C., and should also be available for inspection and copying at the
regional offices of the SEC located at 7 World Trade Center, 13th Floor, New
York, New York 10048, and Suite 1400, Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661. Copies of this material may be obtained
by mail, upon payment of the SEC's customary fees, from the SEC's Public
Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Company's Schedule TO may not be available at the SEC's regional offices. Copies
of the Schedule TO may be obtained from the Partnership by contacting Keith
Madsen at the address and phone number set forth in this Section 16 of this
Offer to Purchase. The Commission also maintains a site on the World Wide Web at
http://www.sec.gov that contains reports electronically filed by the Partnership
with the SEC.
Maxus Real Property Investors-Four, L.P.
April 20, 2001
18
Appendix A
The Partnership's Financial Statements
Partners have been or will be sent full and complete copies of the following
financial statements of the Partnership, which were previously filed on EDGAR
and are incorporated by reference in their entirety for the purpose of filing
this Schedule TO:
Audited financial statements for the year ended November 30, 1999,
previously filed on EDGAR on Form 10-K on February 28, 2000;
Audited financial statements for the year ended November 30, 2000,
previously filed on EDGAR on Form 10-KSB on February 15, 2001; and
Unaudited financial statements for the quarter ended February 28, 2001,
previously filed on EDGAR on Form 10-QSB on April 10, 2001.
19