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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
SCHEDULE TO
Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
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MAXUS REAL PROPERTY INVESTORS-FOUR, L.P.
(Name of Subject Company)
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O. BRUCE MILLS
(Name of Filing Person--Offeror)
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LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
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O. BRUCE MILLS
15480 ELK RIDGE LANE, SUITE 200
CHESTERFIELD, MISSOURI 63017
TELEPHONE: (636) 728-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
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COPY TO:
ROBERT M. LAROSE, ESQ.
THOMPSON COBURN LLP
ONE FIRSTAR PLAZA
ST. LOUIS, MISSOURI 63101
TELEPHONE: (314) 552-6000
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CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
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$4,859,200.00* $971.84
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<FN>
* For purposes of calculating amount of filing fee only. Based on the offer
to purchase 12,148 limited partnership units of Maxus Real Property
Investors - Four, L.P. at a purchase price of $400 per unit in cash.
[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: $971.84
Form or Registration No.: Schedule TO
Filing Party: O. Bruce Mills
Date Filed: July 10, 2001
[ ] Check the 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:
[X] third party tender offer subject to Rule 14d-1.
[ ] 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. 3 to Tender Offer Statement on Schedule TO amends
and supplements the Tender Offer Statement on Schedule TO filed with the
Securities and Exchange Commission on July 10, 2001 ("Schedule TO") by O.
Bruce Mills relating to the offer by O. Bruce Mills to purchase any and all
of the outstanding limited partnership units of Maxus Real Property
Investors - Four, L.P. at a purchase price of $400 per unit in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase
dated July 10, 2001 (the "Offer to Purchase") and the related Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and
(a)(2), respectively.
On August 3, 2001, O. Bruce Mills sent a letter to all of the limited
partners of Maxus Real Property Investors - Four, L.P. supplementing the
disclosures contained in the Offer to Purchase in response to comments Mr.
Mills received from the Securities and Exchange Commission. A copy of the
letter is attached hereto as Exhibit (a)(7).
The offer will expire at 12:00 Midnight, Central Daylight Time, on
Tuesday, August 7, 2001, unless Mr. Mills extends the time period for which
the offer is open, in which event the offer will expire at the later time
and date announced by Mr. Mills at the time of the extension. Mr. Mills may
extend the offer in his sole discretion by issuing a notice of extension by
press release or other public announcement not later than 9:00 a.m., Eastern
Daylight Time, on August 8, 2001. The notice of extension, if given, will
include an approximate number of the units tendered as of the original
expiration date.
ITEM 12. MATERIALS TO BE FILED AS EXHIBITS.
(a) (1) Letter to Partners dated July 10, 2001*
(a) (2) Offer to Purchase*
(a) (3) Letter of Transmittal*
(a) (4) Affidavit and Indemnification Agreement*
(a) (5) Letter to Partners dated July 24, 2001**
(a) (6) Letter to Partners dated July 27, 2001***
(a) (7) Letter to Partners dated August 3, 2001
(a) (8) Correspondence to Securities Exchange Commission
dated August 3, 2001
(b) (1) Commitment Letter from Bank of Washington*
(c) - (h) Not applicable
<FN>
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* Previously filed as exhibits to Schedule TO filed July 10, 2001.
** Previously filed as exhibit to Amendment No. 1 to Schedule
TO filed July 24, 2001.
*** Previously filed as exhibit to Amendment No. 2 to Schedule
TO 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.
Dated: August 3, 2001
By: /s/ O. Bruce Mills
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O. Bruce Mills
EXHIBIT INDEX
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Exhibit Description
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(a) (1) Letter to Partners dated July 10, 2001*
(a) (2) Offer to Purchase*
(a) (3) Letter of Transmittal*
(a) (4) Affidavit and Indemnification Agreement*
(a) (5) Letter to Partners dated July 24, 2001**
(a) (6) Letter to Partners dated July 27, 2001***
(a) (7) Letter to Partners dated August 3, 2001
(a) (8) Correspondence to Securities Exchange Commission
dated August 3, 2001
(b) (1) Commitment Letter from Bank of Washington*
(c) - (h) Not applicable
<FN>
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* Previously filed as exhibits to Schedule TO filed July 10, 2001.
** Previously filed as exhibit to Amendment No. 1 to Schedule
TO filed July 24, 2001.
*** Previously filed as exhibit to Amendment No. 2 to Schedule
TO filed July 27, 2001.
Exhibit (a)(7)
[LETTERHEAD OF MILLS PROPERTIES, INC.]
August 3, 2001
TO THE LIMITED PARTNERS OF
MAXUS REAL PROPERTY INVESTORS - FOUR, L.P.
Since July 10, 2001, when I commenced my tender offer for any and all of the
limited partnership units of Maxus Real Property Investors - Four, L.P. at
$400 per unit in cash, I have communicated with you from time to time
regarding certain aspects of my offer. After a review of the latest letter
of the general partner (dated July 27, 2001) and a discussion with the staff
of the Securities and Exchange Commission, there is one final point that I
want to clarify prior to the expiration of my offer at 12:00 Midnight,
Central Daylight Time, on Tuesday, August 7, 2001. This letter is,
therefore, a supplement to the disclosures made in my original Offer to
Purchase, as earlier supplemented by my recent letters to you dated July 24
and 27, 2001.
CLARIFICATION OF ILLIQUIDITY RISK FACTOR. In my original disclosure
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document, I stated my expectation that there would be no active trading
market for the limited partnership units after the expiration of my offer,
resulting in a risk to the non-tendering partners that they may not be able
to liquidate their investment in the partnership at a time and/or a price
that they desire. In an effort to provide further caution to non-tendering
partners with respect to the illiquidity risk after my offer terminates, I
stated that it was my intention to sell Woodhollow Apartments, dissolve the
Partnership and distribute net assets to the partners "prior to the maturity
of the existing first mortgage on Woodhollow Apartments." Since I also
stated that the current maturity on the mortgage is November 2010, I
believed that I was illustrating the fact that limited partners should also
not rely upon a sale of the property and a liquidating distribution as a source
of liquidity.
After an SEC comment and further discussion with the staff on this language,
I realized that the disclosure about my intention to sell at some point in
the next nine years could be (and was being) misconstrued by readers that I
had a current intention to sell Woodhollow Apartments if I gained control of
the Partnership pursuant to this tender offer. This was never the intention
of the disclosure. In fact, I have no current plan with respect to a sale of
Woodhollow Apartments. My only plan for the Partnership, as stated elsewhere
in my offer to purchase, is to operate the Partnership, as general partner,
and Woodhollow Apartments, as property manager, for a currently undetermined
time with the goal of increasing the value of the property and, thus, the value
of the Partnership. As general partner, I will, of course, periodically
evaluate the appropriateness of a sale of Woodhollow Apartments and the
termination of the Partnership.
RESPONSE TO GENERAL PARTNER'S NEGATIVE IMPLICATIONS REGARDING A PURPORTED
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"PLAN" TO BUY WOODHOLLOW APARTMENT. Not surprisingly, the general partner
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has taken the unintended meaning of this disclosure even further, stating
that my disclosure implies my "true intentions" to take control of the
Partnership and immediately buy Woodhollow Apartments at a discount. Nothing
could be further from the truth. If and when I determine that Woodhollow
Apartments should be sold, I assure you that, as general partner of the
Partnership, I would only consider offers of non-affiliated third-party
purchasers. Under no circumstances would I consider a purchase of Woodhollow
Apartments by me or by one of my affiliates at any price.
While the general partner has used a significant part of its most recent
communication manufacturing negative implications from my disclosures, it
has yet to state its own intentions with respect to sales to affiliates.
Rather than engaging in the same unproductive exercise, I simply ask -- will
the general partner go on record with its views on sales of Partnership
property to its affiliates? Now that the general partner has raised the
issue, shouldn't we demand that it state its views on the subject?
I appreciate all the time that you have given to reading my communications
in this offer. As I stated earlier, my offer is set to expire at 12:00
Midnight, Central Daylight Time, on Tuesday, August 7, 2001. If you have any
questions or comments concerning the offer, please contact me or the
information agent as promptly as possible. The information agent for the
offer is Georgeson Shareholder, 111 Commerce Road, Carlstadt, New Jersey
07072, telephone number: (888) 385-0238, facsimile number: (201) 460-2889.
If you wish to tender any of your units, you may do so by delivering a
signed and completed letter of transmittal and the certificate or
certificates for the tendered units to the depositary for the offer, LaSalle
Bank National Association, 135 South LaSalle Street, Suite 1811, Corporate
Trust Operations, Chicago, Illinois 60603, telephone number: (800) 246-5761,
menu option #2, facsimile number: (312) 904-2584.
Respectfully yours,
/s/ O. Bruce Mills
O. Bruce Mills
- 2 -
Exhibit (a)(8)
[Letterhead of Thompson Coburn LLP]
August 3, 2001 Robert M. LaRose
314-552-6068
FAX 314-552-7068
EMAIL rlarose@
thompsoncoburn.com
VIA EDGAR
Bradley T. Kamlet, Esq.
Attorney-Advisor
Office of Mergers and Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Maxus Real Property Investors -- Four, L.P.
Amendment No. 2 to Schedule TO filed July 27, 2001
By O. Bruce Mills (SEC File No. 5-57267)
Dear Mr. Kamlet:
We are in receipt of your second comment letter dated August 1, 2001 with
respect to the above-referenced filing. In response to your comment, we are
supplementing our tender offer disclosure to the limited partners of Maxus
Real Property Investors - Four, L.P. to clarify that Mr. Mills has no current
plan to sell Woodhollow Apartments.
The disclosure which you cited in your comment was part of a risk factor
concerning the potential inactive trading market for the limited partnership
units and the lack of opportunity for a limited partner to liquidate his or
her investment in the Partnership after the tender offer. The intended
purpose of the initial disclosure was to highlight the fact that the first
mortgage loan had nine years until maturity and that Mr. Mills will, in all
probability, sell the property some time after he becomes general partner
but prior to the maturity date. After my discussion with you yesterday
afternoon, we now see that the language was not drafted precisely enough to
make its meaning clear to all readers.
Mr. Mills will mail today to each limited partner the attached letter with
the supplemental disclosure stating that Mr. Mills has no current plan to sell
Woodhollow Apartments. In response to a concern raised by the general partner
in its most recent communication to the limited partners, Mr. Mills has also
added a disclosure
Page 2
that, if he makes the decision as the new general partner to sell Woodhollow
Apartments, he will only consider offers from third-party purchasers
unaffiliated with him or his companies.
We hope this adequately addresses the concern stated in your comment.
Very truly yours,
Thompson Coburn LLP
By /s/ Robert M. LaRose
Robert M. LaRose
rml/
Enclosure
cc: O. Bruce Mills