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. 3)
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.
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This Amendment No. 3 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9 filed with the Securities and
Exchange Commission on July 13, 2001, as amended (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
As previously noted, if the Purchaser succeeds in his proposal, there
is a potential acceleration of the Partnership's loan with NorthMarq. If this
is the case, the Loan will become immediately due and payable. In addition the
default interest rate would be 11.45 percent as compared to the current rate of
7.45 percent. In the event of the acceleration of the Loan, 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 of the Loan would only affect the remaining limited partners who do
not tender to the Purchaser.
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 Investors 12 LLC
regarding their potential desire to purchase some limited partnership units.
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. The Partnership has decided not to waive the $75 transfer fee with
respect to any acquisitions by Everest.
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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.***
(a)(4) Letter from the Partnership to the Limited Partners dated August 17,
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.
*** Previously filed as an exhibit to Schedule 14D-9 filed July 27, 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: August 17, 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