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
(AMENDMENT NO. 2)
REDWOOD MICROCAP FUND, INC.
(Name of Subject Company (Issuer))
GIBBS HOLDINGS, LLC
JOHN GIBBS
(Name of Filing Persons, Offeror,)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
758058 10 1
(CUSIP Number of Class of Securities)
JOHN D. GIBBS
807 WOOD N CREEK
ARDMORE, OKLAHOMA 73401
(580) 226-6700
(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.
[x] 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: $203.00
Form or Registration Number: Schedule TO
Filing Party: Gibbs Holdings LLC
Date Filed: April 25, 2005
[ ] 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.
[ ] 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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This Amendment No. 2 to 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.
On June 16, 2005, Holdings issued a press release announcing the preliminary
results of the tender offer which expired on June 15, 2005. A copy of the press
release has been filed as Exhibit (a)(5)(v) to this Amendment No. 2.
ITEM 12. EXHIBITS. Item 12 of the Schedule TO is amended and supplemented as
follows:
(a)(5)(v) Press Release dated June 16, 2005
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: June 16, 2005
GIBBS HOLDINGS, LLC
/s/ John D. Gibbs
----------------------------
John D. Gibbs, Manager
/s/ John D. Gibbs
----------------------------
John D. Gibbs
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INDEX TO EXHIBITS
(a)(5)(v) Press Release dated June 16, 2005.
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