SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
(Amendment No. 2)
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)
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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
[ ] Check box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
This Amendment No. 2 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 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
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 only affects the remaining
limited partners.
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 regarding their
potential desire to purchase some limited partnership units. The following is a
description of the communications we have had with Everest. 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. Between July 11 and
July 20 of this year, we had three conversations with Everest concerning its
desire to possibly purchase units. The conversations are summarized below:
(I) Conversation with Robert Kohorst, a principal of Everest. The Mills
tender offer was discussed. The price proposed by Mills ($400) and
the estimated liquidation value of $567 per unit was noted. Kohorst
said he had an interest in buying more units at a price greater than
$400 a unit. We asked if it was agreeable to
Kohorst to disclose this in a letter to the limited partners with
Everest's telephone number. Kohorst agreed and gave permission.
(II) We called Stacey McClain, communications manager for Everest, to
obtain the toll-free number for limited partners to call if they
wished to communicate with Everest.
(III) We spoke with David Lesser, a principal of Everest, to discuss the
transfer fee applicable for any purchases made by Everest. We told
Lesser the transfer fee was $75 per transfer.
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.
* 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.
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 27, 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