-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I5FGdzucC6kI8Agfymkd/C9iR3/ipDG06ibKfM6d8d6YJhpPqojmcawA5+jmkCyL AbG4GwnbziMyZOJl+RXEVQ== 0001011723-02-000096.txt : 20020620 0001011723-02-000096.hdr.sgml : 20020620 20020619182849 ACCESSION NUMBER: 0001011723-02-000096 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020620 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUTTER CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001103018 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 943344196 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 595 MARKET STREET STREET 2: SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 MAIL ADDRESS: STREET 1: 1640 SCHOOL STREET STREET 2: SUITE 100 CITY: MORAGA STATE: CA ZIP: 94556 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STONEHAVEN REALTY TRUST CENTRAL INDEX KEY: 0000928953 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 396594066 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-56291 FILM NUMBER: 02682667 BUSINESS ADDRESS: STREET 1: 4150 OLSON MEMORIAL HIGHWAY CITY: MINNEAPOLIS STATE: MN ZIP: 55422 BUSINESS PHONE: 7633981100 MAIL ADDRESS: STREET 1: 4150 OLSON MEMORIAL HIGHWAY CITY: MINEAPOLIS STATE: MN ZIP: 55422 FORMER COMPANY: FORMER CONFORMED NAME: WELLINGTON PROPERTIES TRUST DATE OF NAME CHANGE: 19940829 SC 13G 1 sutter2stonehaven13g.txt INITIAL FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 STONEHAVEN REALTY TRUST --------------------------------------- (Name of Issuer) Class A Cumulative Convertible Preferred Shares --------------------------------------- (Title of Class of Securities) 861 921 203 ------------------ (CUSIP Number) January 14, 2002 ------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ X ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) SCHEDULE 13G - -------------------------------------------------------------------------------- 1) Name of Reporting Person I.R.S. Identification Nos. of above person (entities only) Sutter Opportunity Fund 2, LLC - -------------------------------------------------------------------------------- 2) Check the Appropriate Box (a) [ ] if a Member of a Group (See Instructions) (b) [ X ] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Citizenship or Place of Organization California - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person with : (5) Sole Voting Power The Reporting Person beneficially owns an aggregate of 41,800 Class A Cumulative Convertible Preferred Shares of the Issuer ("Shares"), or 6.3% of the total outstanding Shares reported by the Issuer as of the end of its most recent fiscal year at December 31, 2001. Sutter Opportunity Fund 2, LLC has sole voting and disposition power over 41,800 Shares, but Sutter Capital Management, LLC, a California limited liability company, is the manager of the Reporting Person, and controls the Reporting Person in its capacity as manager, and Robert E. Dixon is the manager of Sutter Capital Management, LLC and thus controls Sutter Capital Management, LLC in such capacity. Sutter Capital Management, LLC and Mr. Dixon may therefore be deemed to control voting and disposition of the Shares held by the Reporting Person. (6) Shared Voting Power The Reporting Person beneficially owns an aggregate of 41,800 Shares, or 6.3% of the total outstanding Shares reported by the Issuer as of the end of its most recent fiscal year at December 31, 2001. Sutter Opportunity Fund 2, LLC has sole voting and disposition power over 41,800 Shares, but Sutter Capital Management, LLC, a California limited liability company, is the manager of the Reporting Person, and controls the Reporting Person in its capacity as manager, and Robert E. Dixon is the manager of Sutter Capital Management, LLC and thus controls Sutter Capital Management, LLC in such capacity. Sutter Capital Management, LLC and Mr. Dixon may therefore be deemed to control voting and disposition of the Shares held by the Reporting Person. (7) Sole Dispositive Power The Reporting Person beneficially owns an aggregate of 41,800 Shares, or 6.3% of the total outstanding Shares reported by the Issuer as of the end of its most recent fiscal year at December 31, 2001. Sutter Opportunity Fund 2, LLC has sole voting and disposition power over 41,800 Shares, but Sutter Capital Management, LLC, a California limited liability company, is the manager of the Reporting Person, and controls the Reporting Person in its capacity as manager, and Robert E. Dixon is the manager of Sutter Capital Management, LLC and thus controls Sutter Capital Management, LLC in such capacity. Sutter Capital Management, LLC and Mr. Dixon may therefore be deemed to control voting and disposition of the Shares held by the Reporting Person. (8) Shared Dispositive Power The Reporting Person beneficially owns an aggregate of 41,800 Shares, or 6.3% of the total outstanding Shares reported by the Issuer as of the end of its most recent fiscal year at December 31, 2001. Sutter Opportunity Fund 2, LLC has sole voting and disposition power over 41,800 Shares, but Sutter Capital Management, LLC, a California limited liability company, is the manager of the Reporting Person, and controls the Reporting Person in its capacity as manager, and Robert E. Dixon is the manager of Sutter Capital Management, LLC and thus controls Sutter Capital Management, LLC in such capacity. Sutter Capital Management, LLC and Mr. Dixon may therefore be deemed to control voting and disposition of the Shares held by the Reporting Person. 2 - ------------------------------------------------------------------------------- 9) Aggregate Amount Beneficially Owned by Each Reporting Person Sutter Opportunity Fund 2, LLC 41,800 Shares - -------------------------------------------------------------------------------- 10) Check if the Aggregate Amount [ ] in Row 9 Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 11) Percent of Class Represented by Amount in Row 9 6.3% - -------------------------------------------------------------------------------- 12) Type of Reporting Person (See Instructions) Sutter Opportunity Fund 2, LLC OO - -------------------------------------------------------------------------------- 3 Item 1. (a) The name of issuer as to whose securities this statement relates is Stonehaven Realty Trust (the "Issuer"). (b) The address of the Issuer's principal place of business is 5620 Smetana Road, Suite 330, Minnetonka, MN 44343. Item 2. (a-c) Sutter Opportunity Fund 2, LLC, is a California limited liability company. Sutter Opportunity Fund, LLC is managed by its managing member, Sutter Capital Management, LLC, a California limited liability company, which is in turn managed by its managing member, Robert E. Dixon, a California resident and U.S. citizen. The principal business address of each of the entities is 150 Post Street, Suite 405, San Francisco, California 94108. (d-e) The subject securities are the issuer's Class A Cumulative Convertible Preferred Shares (CUSIP No. 861 921 203). Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c) check whether the person filing is a: (a-j) Not applicable. Item 4. Ownership. (a-c) The Reporting Person beneficially owns an aggregate of 41,800 Class A Cumulative Convertible Preferred Shares ("Shares") of the Issuer, or 6.3% of the total outstanding Shares reported by the Issuer as of the end of its most recent fiscal year at December 31, 2001. Sutter Opportunity Fund 2, LLC has sole voting and disposition power over 41,800 Shares, but Sutter Capital Management, LLC, a California limited liability company, is the manager of the Reporting Person, and controls the Reporting Person in its capacity as manager, and Robert E. Dixon is the manager of Sutter Capital Management, LLC and thus controls Sutter Capital Management, LLC in such capacity. Sutter Capital Management, LLC and Mr. Dixon may therefore be deemed to control voting and disposition of the Shares held by the Reporting Person. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. 4 Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Sutter Opportunity Fund 2, LLC has sole voting and disposition power over 41,800 Shares, but Sutter Capital Management, LLC, a California limited liability company, is the manager of the Reporting Person, and controls the Reporting Person in its capacity as manager, and Robert E. Dixon is the manager of Sutter Capital Management, LLC and thus controls Sutter Capital Management, LLC in such capacity. Sutter Capital Management, LLC and Mr. Dixon may therefore be deemed to control voting and disposition of the Shares held by the Reporting Person. Management authority over such securities is held solely by Sutter Capital Management, LLC and Mr. Dixon, subject to an extraordinary vote by the equity holders of Sutter Opportunity Fund 2, LLC to terminate Sutter Opportunity Fund 2, LLC and liquidate all of its assets, including the subject securities. None of the equity owners of Sutter Opportunity Fund 2, LLC holds an interest in Sutter Opportunity Fund 2, LLC representing a beneficial ownership interest equal to 6.3% of the subject securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below, the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 5 SIGNATURES After reasonable inquiry and to the best of the knowledge and belief of the undersigned, we certify that the information set forth in this statement is true, complete and correct. Date: June 19, 2002 SUTTER OPPORTUNITY FUND 2, LLC By Sutter Capital Management, LLC, Manager By: /s/Robert Dixon Robert Dixon, Manager 6 -----END PRIVACY-ENHANCED MESSAGE-----