SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
PUTNAM CALIFORNIA INVESTMENT GRADE MUNICIPAL TRUST
(Name of Subject Company (Issuer))
MILDRED B. HOREJSI TRUST
(Name of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
746446103
(CUSIP Number of Class of Securities)
Stephen C. Miller, Esq.
Joel L. Terwilliger, Esq.
2344 Spruce Street, Suite A
Boulder, Colorado 80302
(303) 442-2156
Copy to:
Thomas Stephens, Esq.
Bartlit Beck Herman Palenchar & Scott LLP
1899 Wynkoop Street, Suite 800
Denver, CO 80202
(303) 592-3144
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee**
____________________________ ____________________________
$63,985,486 $6,847.00
_________________
* Estimated for purposes of calculating the amount of filing fee only.
Transaction value derived by multiplying 4,509,649 shares of the subject
company (number of shares sought) by $14.16 (the purchase price per share
offered by the Mildred B. Horejsi Trust).
** The amount of the filing fee, calculated in accordance with Rule 0-11 under
the Securities Exchange Act of 1934, as amended, equals $107 per million of
the aggregate amount of the cash offered by the Mildred B Horejsi Trust.
|_| 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: $0.00 Filing Party:
Form or Registration Number: Date Filed:
|_| 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: |_|
SCHEDULE TO
This Tender Offer Statement on Schedule TO ("Schedule TO") relates to the
offer by the Mildred B. Horejsi Trust, an irrevocable grantor trust administered
in accordance with Alaska administrative statutes and governed by Alaska trust
law (the "Trust"), to purchase up to 100% of the outstanding shares of common
stock, par value $0.001 per share (the "shares"), of Putnam California
Investment Grade Municipal Trust, a Massachusetts business trust ("PCA"), at a
price of $14.16 per share, net to the seller in cash (subject to applicable
withholding of United States federal, state and local taxes), without interest,
upon the terms and subject to the conditions set forth in the Offer to Purchase
(the "Offer to Purchase") dated January 22, 2007, and in the related Letter of
Transmittal, copies of which are attached as Exhibits (a)(1) and (a)(2) hereto,
respectively. This Schedule TO is being filed on behalf of the Trust.
The information set forth in the Offer to Purchase, including Schedules I
and II thereto, is hereby incorporated by reference in answer to Items 1 through
11 of this Schedule TO, and is supplemented by the information specifically
provided herein. Defined terms used but not otherwise defined herein have the
meanings given to them in the Offer to Purchase.
Item 3. Identity and Background of Filing Persons.
The Trust and, to the best knowledge of the Trust, Badlands, Mr. Horejsi,
Ms. Ciciora, Dr. Sippy or any of the persons listed on Schedule I to the Offer
to Purchase have not been convicted in a criminal proceeding in the past five
years (excluding traffic violations or similar misdemeanors). During the past
five years, none of the Trust or, to the best knowledge of the Trust, Badlands,
Mr. Horejsi, Ms. Ciciora, Dr. Sippy or any of the persons listed on Schedule I
to the Offer to Purchase, was a party to a judicial or administrative proceeding
during the last five years (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject to, federal or
state securities laws or a finding of federal or sate securities laws. Mr.
Horejsi, Ms. Ciciora, Dr. Sippy and each person listed on Schedule I to the
Offer to Purchase are all citizens of the United States.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Except as described in the Offer to Purchase, during the past two years
there have not been any negotiations, transactions or material contacts between
the Trust, or, to the best knowledge of the Trust, Badlands, Mr. Horejsi, Ms.
Ciciora, Dr. Sippy or any of the persons listed on Schedule I to the Offer to
Purchase, on the one hand, and PCA or any of its directors, executive officers,
or affiliates, on the other hand, that are required to be disclosed pursuant to
this item.
Item 8. Interest in Securities of the Subject Company.
Except as described in the Offer to Purchase, none of the Trust and, to the
best knowledge of the Trust, Badlands, Mr. Horejsi, Ms. Ciciora, Dr. Sippy, or
any of the persons listed on Schedule I to the Offer to Purchase, or any
associate or majority-owned subsidiary of the Trust or Badlands, Mr. Horejsi,
Ms. Ciciora, Dr. Sippy or any of the persons listed on Schedule I to the Offer
to Purchase, beneficially owns any equity security of PCA; and except as
described in the Offer to Purchase, none of the Trust or, to the best knowledge
of the Trust, Badlands, Mr. Horejsi, Ms. Ciciora, Dr. Sippy or any of the
persons listed on Schedule I to the Offer to Purchase, or any associate or
majority-owned subsidiary of the Trust or Badlands, Mr. Horejsi, Ms. Ciciora,
Dr. Sippy or any of the persons listed on Schedule I to the Offer to Purchase,
has effected any transaction in any equity security of PCA during the past 60
days.
Item 10. Financial Statements.
Not applicable.
Item 12. Exhibits.
(a) (1) Offer to Purchase, dated January 22, 2007
(2) Letter of Transmittal.
(3) Notice of Guaranteed Delivery.
(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(5) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(7) Summary Advertisement, as published in the western edition
of the Wall Street Journal on January 22, 2007.
(8) Form of press release issued January 22, 2007
(9) Form of Request for Stockholder List as provided to the
Trustees of PCA and dated January 22, 2007
(10) Form of Request for Stockholder List Pursuant to Rule
14d-5(a) under the Exchange Act of 1934
(11) Form of Shareholder Communications Insert
(12) Form of Cover Letter Provided to Shareholders
(b) (1) Cash Management Account Agreement between the Trust and
Merrill Lynch, Pierce, Fenner & Smith Incorporated.
(b) (2) Revolving Line of Credit Between the Trust and the Lola
Brown Trust No. 1B
(d) Not Applicable
(g) Not Applicable
(h) Not Applicable
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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.
Mildred B. Horejsi Trust
By: Badlands Trust Company, LLC, trustee
By: /s/ Stephen C. Miller
Name: Stephen C. Miller
Title: President
Dated: January 19, 2007
EXHIBIT INDEX
(a) (1) Offer to Purchase, dated January 22, 2007
(2) Letter of Transmittal.
(3) Notice of Guaranteed Delivery.
(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(5) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(7) Summary Advertisement, as published in the western edition
of the Wall Street Journal on January 22, 2007.
(8) Form of press release issued January 22, 2007
(9) Form of Request for Stockholder List as provided to the
Trustees of PCA and dated January 22, 2007
(10) Form of Request for Stockholder List Pursuant to Rule
14d-5(a) under the Exchange Act of 1934
(11) Form of Shareholder Communications Insert
(12) Form of Cover Letter Provided to Shareholders
(b) (1) Cash Management Account Agreement between the Trust and
Merrill Lynch, Pierce, Fenner & Smith Incorporated.
(b) (2) Revolving Line of Credit Between the Trust and the Lola
Brown Trust No. 1B
(d) Not Applicable
(g) Not Applicable
(h) Not Applicable