8-K 1 v045767_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM 8-K ------------------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 19, 2006 ------------------------- SONOMAWEST HOLDINGS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) ------------------------- DELAWARE 000-01912 94-1069729 (STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER INCORPORATION) IDENTIFICATION NO.) 2064 HIGHWAY 116 NORTH SEBASTOPOL, CALIFORNIA 95472 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (707) 824-2534 SAME (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 OTHER EVENTS On June 19, 2006, SonomaWest Holdings, Inc. (the "Company") issued a press release announcing that it had received from Walker R. Stapleton, the Company's President and Chief Executive Officer, a letter withdrawing his expression of interest in initiating a management-led buyout transaction of the Company by an investment group consisting of Mr. Stapleton and members of his family, including Craig Stapleton, who is the Company's largest stockholder. The letter indicates that the range between the amount the investment group was willing to propose in connection with its management led buyout offer and the amount the Special Committee of the Board of Directors of the Company was willing to accept was too broad for negotiations to continue in a positive direction. Therefore, the investment group informed the Special Committee they would not be proceeding with an offer to acquire the outstanding shares of common stock held by holders other than the investment group, and that the investment group intends that the Company's business be returned to ordinary course operations with the goal of developing the Company while creating value for all shareholders. A copy of the press release is attached hereto as an exhibit. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit List Description of Exhibit ------------ ---------------------- Exhibit 99.1 Press Release dated June 19, 2006 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SONOMAWEST HOLDINGS, INC. Date: June 19, 2006 By: /s/ Walker R. Stapleton ----------------------- Walker R. Stapleton Chief Executive Officer