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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
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: /X/
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This Amendment No. 5 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, as amended and
supplemented by prior amendments subsequent thereto, 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 and the related Letter of Transmittal, copies of which are attached
hereto as Exhibits (a)(1) and (a)(2), respectively.
ITEM 11. ADDITIONAL INFORMATION
The subsequent offering period of the offer expired at 12:00 Midnight,
Central Daylight Time, on Friday, August 17, 2001. In connection with the
offer, a total of approximately 473 limited partnership units were tendered
to Mr. Mills. These units represent approximately 3.9% of the 12,173
outstanding units of Maxus Real Property Investors - Four, L.P.
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****
(a)(9) Letter to Partners dated August 8, 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.
**** Previously filed as exhibits to Amendment No. 3 to Schedule TO
filed August 3, 2001.
***** Previously filed as exhibit to Amendment No. 4 to Schedule TO
filed August 8, 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 21, 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****
(a) (9) Letter to Partners dated August 8, 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.
**** Previously filed as exhibits to Amendment No. 3 to Schedule TO
filed August 3, 2001.
***** Previously filed as exhibit to Amendment No. 4 to Schedule TO filed
August 8, 2001.