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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
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 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 73401
(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) 235-7700
CALCULATION OF FILING FEE
Transaction valuation* Amount of filing fee
- ---------------------- --------------------
$1,013,180 $203.00
* Calculated solely for purposes of determining the filing fee, in accordance
with Rule 0-11 of the Securities Exchange Act of 1934. This calculation assumes
the purchase of all of the 633,237 shares of common stock of Redwood Microcap
Fund, Inc. not owned by the filing persons or the issuer at the tender offer
purchase price of $1.60 per share in cash.
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[_] 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: N/A
Form or Registration Number: N/A
Filing Party: N/A Date Filed: N/A
[_] 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.
[X] going private transaction subject to Rule 13e-3.
[X] 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: [_]
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CUSIP NO. 758058 10 1
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1. Names of Reporting Persons: John Gibbs
I.R.S. Identification Nos. of Above Persons (entities only)
- --- ---------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
- --- ---------------------------------------------------------------------------
3. SEC Use Only
- --- ---------------------------------------------------------------------------
4. Source of Funds
PF, OO
- --- ---------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
29(d) or 2(e) [_]
- --- ---------------------------------------------------------------------------
6. Citizenship or Place of Organization: United States
- --- ---------------------------------------------------------------------------
7. Sole Voting Power 824,394
Number of --- -------------------------------------------------------------
Shares 8. Shared Voting Power 989,176
Beneficially
Owned by
Each --- -------------------------------------------------------------
Reporting 9. Sole Dispositive Power 824,394
Person
With
--- -------------------------------------------------------------
10. Shared Dispositive Power 1,195,576
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,019,970
- --- ---------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares
(See Instructions) [_]
- --- ---------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row 11: 61.3%
- --- ---------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions): IN
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CUSIP NO. 758058 10 1
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1. Names of Reporting Persons: Gibbs Holdings, LLC
I.R.S. Identification Nos. of Above Persons (entities only): 20-2541867
- --- ---------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
- --- ---------------------------------------------------------------------------
3. SEC Use Only
- --- ---------------------------------------------------------------------------
4. Source of Funds
OO
- --- ---------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
29(d) or 2(e) [_]
- --- ---------------------------------------------------------------------------
6. Citizenship or Place of Organization: United States
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7. Sole Voting Power 0
Number of --- -------------------------------------------------------------
Shares 8. Shared Voting Power 989,176
Beneficially
Owned by
Each --- -------------------------------------------------------------
Reporting 9. Sole Dispositive Power 0
Person
With
--- -------------------------------------------------------------
10. Shared Dispositive Power 989,176
- --- ---------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 989,176
- --- ---------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares
(See Instructions) [_]
- --- ---------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row 11: 39.6%
- --- ---------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions): OO
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This Tender Offer Statement on Schedule TO relates to the tender offer of Gibbs
Holdings, LLC, an Oklahoma limited liability company ("Holdings"), to purchase
all of the shares of common stock, $0.001 par value per share, of Redwood
Microcap Fund, Inc. not beneficially-owned by Holdings, consisting of 633,237
shares at a price of $1.60 per share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated April 25, 2005, (the "Offer to Purchase"), and in the related
Letter of Transmittal, which, as amended or supplemented from time to time,
together constitute the tender offer. This Tender Offer Statement on Schedule TO
is intended to satisfy the reporting requirements of Rule 13e-4(c)(1) of the
Securities Exchange Act of 1934, as amended.
The information in the Offer to Purchase, filed herewith as Exhibit 1, is hereby
incorporated by reference in response to Items of this Schedule TO except as
otherwise specified.
Summary Term Sheet. Incorporated by reference from Offer to Purchase
Subject Company Information. Incorporated by reference from Offer to Purchase
Identity and Background of Filing Person. Incorporated by reference from Offer
to Purchase
Terms of the Transaction. Incorporated by reference from Offer to Purchase
Past Contracts, Transactions, Negotiations and Agreements. Incorporated by
reference from Offer to Purchase
Purposes of the Transaction and Plans or Proposals. Incorporated by reference
from Offer to Purchase
Source and Amount of Funds or Other Consideration. Incorporated by reference
from Offer to Purchase
Interest in Securities of the Subject Company. Incorporated by reference from
Offer to Purchase
Persons/Assets, Retained, Employed, Compensated or Used. (a) Incorporated by
reference from Offer to Purchase; (b) Not applicable
Financial Statements. Not applicable
Additional Information. Incorporated by reference from Offer to Purchase
Exhibits. The following exhibits are submitted herewith:
(a)(1)(i) Offer to Purchase dated April 25, 2005.
(a)(1)(ii) Letter of Transmittal.
(a)(1)(iii) Notice of Guaranteed Delivery.
(a)(1)(iv) Instruction form for shares held by brokers, dealers,
commercial banks, trust companies and other nominees.
(a)(2) None.
(a)(3) See Exhibit a(1)(i).
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(a)(4) None.
(a)(5)(i) Form of letter to brokers, dealers, commercial banks,
trust companies and other nominees.
(a)(5)(ii) Form of letter to be used by brokers, dealers, commercial
banks, trust companies and other nominees to their clients.
(a)(5)(iii) Press Release dated April 25, 2005
(b)(i) Loan Agreement between John D. Gibbs, Susan Y. Gibbs and
Gibbs Holdings, LLC and BancFirst and related letter from BancFirst.
(b)(ii) Stock Pledge Agreement.
(c) None.
(d) Stock Purchase Agreement and related documents between Holdings and
Selling Shareholders (Incorporated by reference to Exhibits 1 and 2 to
Schedule 13D filed by Gibbs and Holdings on March 28, 2005)
(e) None.
(f) Information regarding dissenters; approval rights in included in the
Offer to Purchase filed as Exhibit (a)(1)(i).
(g) None.
(h) None.
Information Required by Schedule 13E-3. Incorporated by reference from Offer to
Purchase.
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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: April 25, 2005
GIBBS HOLDINGS, LLC
/S/ JOHN D. GIBBS
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JOHN D. GIBBS, MANAGER
/S/ JOHN D. GIBBS
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JOHN D. GIBBS
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INDEX TO EXHIBITS
Exhibit Description
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(a)(1)(i) Offer to Purchase dated April 25, 2005.
(a)(1)(ii) Letter of Transmittal.
(a)(1)(iii) Notice of Guaranteed Delivery.
(a)(1)(iv) Instruction form for shares held by brokers, dealers,
commercial banks, trust companies and other nominees.
(a)(2) None.
(a)(3) See Exhibit (a)(1)(i).
(a)(4) None.
(a)(5)(i) Form of letter to brokers, dealers, commercial banks,
trust companies and other nominees.
(a)(5)(ii) Form of letter to be used by brokers, dealers, commercial
banks, trust companies and other nominees to their
clients.
(a)(5)(iii) Press Release dated April 25, 2005.
(b)(i) Loan Agreement between John D. Gibbs, Susan Y. Gibbs and
Gibbs Holdings, LLC and BancFirst and related letter from
BancFirst.
(b)(ii) Stock Pledge Agreement
(c) None.
(d) Stock Purchase Agreement and related documents between
Holdings and Selling Shareholders (Incorporated by
reference to Exhibits 1 and 2 to Schedule 13D filed by
Gibbs and Holdings on March 28,2005)
(e) None.
(f) Information regarding dissenters' approval rights is
included in the Offer to Purchase filed as Exhibit
(a)(1)(i)
(g) None.
(h) None.
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