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 (Offeror))
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**
$ 66,517,323 $7,118.00
- ------------------
* 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 $14.75 (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.
|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: $6,792.00 Filing Party: MILDRED B. HOREJSI TRUST
Form or Registration Number: Schedule TO-T Date Filed: January 22, 2007
|_| 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: |_|
AMENDMENT NO. 3
TO
SCHEDULE TO
This Amendment No. 3 to the Tender Offer Statement on Schedule TO is being
filed 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"), and amends and supplements the Tender Offer Statement
initially filed with the Securities and Exchange Commission ("SEC") on January
22, 2007 (the "Original Schedule TO"), as amended January 30, 2007 and February
9, 2007. This Schedule TO relates to the offer by the Trust to purchase all 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 $14.75 per share (or
approximately 99% of the net asset value of PCA as of the close of market
trading on February 15, 2007), net to the seller in cash (subject to applicable
withholding of United States federal, state and local taxes), without interest.
The offer is set forth in the Offer to Purchase dated January 22, 2007, as
amended, and the Supplement to the Offer to Purchase dated February 9, 2007 and
as amended herein, (the "Offer to Purchase") and in the related letter of
transmittal, as amended (which, together with the Offer to Purchase, and any
amendments or supplements hereto or thereto, collectively constitute the
"Offer"). Copies of the Offer to Purchase and the letter of transmittal were
attached as Exhibits (a)(1) and (a)(2), respectively, to the Original Schedule
TO. A Supplement to the Offer to Purchase dated February 9, 2007 was attached to
the amended Schedule TO as Exhibit (a)(16) and is amended by this Schedule TO.
The Original Schedule TO, as amended, is hereby supplemented and amended as
follows:
Item 12. Exhibits.
The following Exhibits are added:
Exhibit Description
(a)(19) Form of Communication Letter to Shareholders dated February
16, 2007
(a)(20) Form of Communication Letter to Shareholders from the Mildred
B. Horejsi Trust dated February 16, 2007
(a)(21) Supplement to the Offer to Purchase dated February 16, 2007
(a)(22) Form of press release issued by the Mildred B. Horejsi Trust
dated February 16, 2007
(a)(23) Form of amended letter of transmittal to the Offer to Purchase
dated February 16, 2007
(a)(24) Form of Letter to Broker-Dealers, as amended, and dated
February 16, 2007
(a)(25) Form of Letter to Broker-Dealer Clients, as amended, and dated
February 16, 2007
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: February 16, 2007
EXHIBIT INDEX
(a)(1) Offer to Purchase, dated January 22, 2007*
(a)(2) Letter of Transmittal.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(a)(5) Letter to Clients for Use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9*
(a)(7) Summary Advertisement, as published in the western edition of the
Wall Street Journal on January 22, 2007.*
(a)(8) Form of press release issued January 22, 2007*
(a)(9) Form of Request for Stockholder List as provided to the Trustees of
PCA and dated January 22, 2007*
(a)(10) Form of Request for Stockholder List Pursuant to Rule 14d-5(a)(a)
under the Exchange Act of 1934*
(a)(11) Form of Shareholder Communications Insert*
(a)(12) Form of Cover Letter Provided to Shareholders*
(a)(13) Form of Communication Letter to Shareholders dated January 29,
2007**
(a)(14) Form of Communication Letter to Shareholders dated February 9,
2007***
(a)(15) Form of Communication Letter to Shareholders from the Mildred B.
Horejsi Trust dated February 9, 2007***
(a)(16) Supplement to the Offer to Purchase dated February 9, 2007***
(a)(17) Form of Letter to Broker-Dealers, as amended, and dated February 9,
20007***
(a)(18) Form of Letter to Broker-Dealer Clients, as amended, and dated
February 9, 2007***
(a)(19) Form of Communication Letter to Shareholders dated February 16,
2007
(a)(20) Form of Communication Letter to Shareholders from the Mildred B.
Horejsi Trust dated February 16, 2007
(a)(21) Supplement to the Offer to Purchase dated February 16, 2007
(a)(22) Form of press release issued by the Mildred B. Horejsi Trust dated
February 16, 2007
(a)(23) Form of amended letter of transmittal to the Offer to Purchase
dated February 16, 2007
(a)(24) Form of Letter to Broker-Dealers, as amended, and dated February
16, 2007
(a)(25) Form of Letter to Broker-Dealer Clients, as amended, and dated
February 16, 2007
(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
* Previously filed with the SEC on January 22, 2007 (accession number:
0001099343-07-000002).
** Previously filed with the SEC on January 30, 2007 (accession number:
0001099343-07-000003).
*** Previously filed with the SEC on February 9, 2007 (accession number
0001099343-07-000005).