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
(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)
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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.
[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: [ ]
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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.
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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: 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
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EXHIBITS
Exhibit Number Description
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(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.
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