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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
REDWOOD MICROCAP FUND, INC.
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(Name of Subject Company (Issuer))
GIBBS HOLDINGS LLC
JOHN D. GIBBS
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(Name of Filing Persons (Offeror))
COMMON STOCK, $0.001 PAR VALUE
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(Title of Class of Securities)
758058 10 1
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(CUSIP Number of Class of Securities)
JOHN D. GIBBS
807 WOOD N CREEK
ARDMORE, OKLAHOMA 74301
(580) 226-6700
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Person)
WITH A COPY TO:
MICHAEL M. STEWART, ESQ.
CROWE & DUNLEVY, A PROFESSIONAL CORPORATION
20 NORTH BROADWAY, SUITE 1800
OKLAHOMA CITY, OK 73102
(405) 235-7747
CALCULATION OF FILING FEE
Transacton valuation* Amount of filing fee:
N/A N/A
* Calculated solely for purposes of determining the filing fee, in accordance
with Rule 0-11 of the Securities Exchange Act of 1934. This calculation is based
on the final tender results of
[_] Check the 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: Filing Party:
Form or Registration No.: Date Filed:
[X] 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:
[_] third party tender offer subject to Rule 14d-1.
[X] 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 a tender offer: [_]
2
On March 28, 2005, Gibbs Holdings, LLC ("Holdings") and John Gibbs
("Gibbs") filed a Schedule 13D relating to the purchase of a controlling
interest in Redwood Microcap Fund, Inc. ("RWMC") which included a disclosure
that Holdings intends to make a cash tender offer for all of the remaining
shares of RWMC at a price of $1.60 per share as soon as practicable. A copy of
the Schedule 13D is filed as an Exhibit to this Schedule TO. On the same date,
RWMC issued a press release announcing the transaction and the intended tender
offer.
ITEM 12. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
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(a)(5)(i) Schedule 13D as filed with the Securrities and
Exchange Commission on March 28, 2005 by Gibbs
Holdings LLC and John Gibbs
(a)(5)(ii) Press release of RWMC dated March 28, 2005
3
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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(a)(5)(i) Schedule 13D as filed with the Securrities and
Exchange Commission on March 28, 2005 by Gibbs
Holdings LLC and John Gibbs.
(a)(5)(ii) Press release of RWMC dated March 28, 2005