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. 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) 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. This Amendment No. 1 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on July 13, 2001 (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 a 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 (the "Offer to Purchase"). Item 9. Materials to be filed as Exhibits. (a)(2) Letter from the Partnership to the Limited Partners dated July 19, 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: July 19, 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