SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(AMENDMENT NO. 2)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

SONOMAWEST HOLDINGS, INC.

(Name of Subject Company (Issuer))

STAPLETON ACQUISITION COMPANY

(Name of Filing Persons (Offeror))

CRAIG R. STAPLETON

DOROTHY W. STAPLETON

WALKER R. STAPLETON

WENDY S. REYES, TRUSTEE OF SEPARATE PROPERTY TRUST

(Name of Filing Persons (Other Persons))

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

835637109

(CUSIP Number of Class of Securities)

SCHEDULE 13E-3

(AMENDMENT NO. 2)

RULE 13e-3 TRANSACTION STATEMENT PURSUANT TO SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934

STAPLETON ACQUISITION COMPANY

CRAIG R. STAPLETON

DOROTHY W. STAPLETON

WALKER R. STAPLETON

WENDY S. REYES, TRUSTEE OF SEPARATE PROPERTY TRUST

(Name of Person(s) Filing Statement)

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

835637109

(CUSIP Number of Class of Securities)

Craig R. Stapleton

President

Stapleton Acquisition Company

135 East Putnam Avenue

Greenwich, CT 06830

(203) 622-1382

Copy to:

Ronald R. Levine, II, Esq.

Davis Graham & Stubbs LLP

1550 17th Street, Suite 500

Denver, Colorado 80202

(303) 892-7514

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications on Behalf of Filing Persons)

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee+
$6,522,590.70	$757.27

* Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of all outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of SonomaWest Holdings, Inc. not owned by Stapleton Acquisition Company, Craig R. Stapleton, Dorothy W. Stapleton, Walker R. Stapleton and Wendy S. Reyes, Trustee of Separate Property Trust (collectively, the “Stapleton Group”), at a purchase price of $10.05 per Share, net to the seller in cash. On March 30, 2011, 1,251,367 Shares were outstanding, of which 602,353 are collectively owned by the Stapleton Group. Accordingly, this calculation assumes the purchase of 649,014 Shares.

+ The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #5 for Fiscal Year 2011 issued by the Securities and Exchange Commission, equals $116.10 per million dollars of transaction value.

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:  $757.27

Form or Registration No.:  Schedule TO-T/Schedule 13E-3 (File No. 005-34214)

Filing Parties:  Stapleton Acquisition Company, Craig R. Stapleton, Dorothy W. Stapleton, Walker R. Stapleton and Wendy S. Reyes, Trustee of Separate Property Trust

Date Filed:  April 1, 2011

¨ 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.

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 the tender offer: o

2

This Amendment No. 2 amends and supplements the Tender Offer Statement and Rule 13E-3 Transaction Statement originally filed under cover of Schedule TO on April 1, 2011, as amended and supplemented by Amendment No. 1 to the Tender Offer Statement and Rule 13E-3 Transaction Statement filed under cover of Schedule TO on April 15, 2011 (as so amended, the “Schedule TO”), by Stapleton Acquisition Company, a Delaware corporation (“SAC”), Craig R. Stapleton, Dorothy W. Stapleton, Walker R. Stapleton and Wendy S. Reyes, Trustee of Separate Property Trust. The Schedule TO relates to the offer by SAC to purchase all outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of SonomaWest Holdings, Inc., a Delaware corporation (“SonomaWest”), not owned by SAC, Craig R. Stapleton, Dorothy W. Stapleton, Walker R. Stapleton and Wendy S. Reyes, Trustee of Separate Property Trust (collectively, the “Stapleton Group”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 1, 2011, as amended (the “Offer to Purchase”), and in the related letter of transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). All capitalized terms used in this Amendment No. 2 without definition have the meanings ascribed to them in the Offer to Purchase.

Except as otherwise set forth below, the information set forth in the Schedule TO remains unchanged and is incorporated by reference into this Amendment.

The items of the Schedule TO set forth below are hereby amended and supplemented as follows:

Items 1 through 9, 11 and 13 of Schedule TO.

Items 1 through 9, 11 and 13 of the Schedule TO are hereby further amended and supplemented to include the following:

“The initial tender offer period and withdrawal rights expired at 5:00 p.m., New York City time, on April 29, 2011. Continental Stock Transfer & Trust Company, the depositary for the tender offer, has advised SAC that, as of the expiration time, approximately 411,124 Shares (including approximately 6,782 Shares subject to guarantees of delivery) were validly tendered and not withdrawn. The Shares tendered in the Offer represent a majority of the outstanding Shares not held by the Stapleton Group, without regard to Shares held by directors or officers of SAC or SonomaWest. The number of Shares tendered pursuant to the Offer therefore satisfies the minimum condition. The number of Shares tendered in the Offer, together with the Shares already owned by the Stapleton Group, represent approximately 81% of the outstanding Shares.

All Shares that were validly tendered and not withdrawn have been accepted for purchase and payment at the offer price of $10.05 per share in cash, without interest and less any applicable withholding taxes, and all holders of these Shares will be paid promptly in accordance with the terms of the Offer.

SAC has commenced a subsequent offering period for all remaining untendered Shares. The subsequent offering period commenced on May 2, 2011 and will expire at 5:00 p.m., New York City time, on Friday, May 6, 2011, unless extended. SAC reserves the right to extend the subsequent offering period in accordance with applicable law. Any such extension will be followed by a public announcement, which will be issued no later than 9:00 a.m., New York City time, on the next business day after the subsequent offering period was scheduled to expire. During the subsequent offering period, SAC will accept for payment all Shares validly tendered, and payment will be made promptly after acceptance, in accordance with the terms of the Offer. The procedures for accepting the Offer and tendering Shares during the subsequent offering period are the same as those described for the Offer in the Offer to Purchase, except that (i) guaranteed delivery procedures may not be used during the subsequent offering period and (ii) Shares tendered during the subsequent offering period may not be withdrawn.

On May 2, 2011, SAC issued a press release announcing, among other things, the results of the Offer and the commencement of the subsequent offering period. The full text of the press release is attached as Exhibit (a)(1)(viii) to this Schedule TO and is incorporated herein by reference.”

Item 12 of Schedule TO.

Item 12 of the Schedule TO is hereby amended and supplemented as follows:

The following is added as a new exhibit:

Exhibit No.	Description
(a)(1)(viii)	Press Release, dated May 2, 2011, issued by SAC

1

SIGNATURE

After due inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:      May 2, 2011	STAPLETON ACQUISITION COMPANY
	By:	/s/ Craig R. Stapleton

	Name:	Craig R. Stapleton
	Title:	President
Date:      May 2, 2011	CRAIG R. STAPLETON
	/s/ Craig R. Stapleton
	By:	Craig R. Stapleton
Date:      May 2, 2011	DOROTHY W. STAPLETON
	/s/ Craig R. Stapleton
	By:	Craig R. Stapleton, Attorney-in-Fact
Date:      May 2, 2011	WALKER R. STAPLETON
	/s/ Craig R. Stapleton
	By:	Craig R. Stapleton, Attorney-in-Fact
Date:      May 2, 2011	WENDY S. REYES, TRUSTEE OF SEPARATE PROPERTY TRUST
	/s/ Craig R. Stapleton
	By:	Craig R. Stapleton, Attorney-in-Fact

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(i)*	Offer to Purchase, dated April 1, 2011
(a)(1)(ii)*	Letter of Transmittal (including general instructions for certification of taxpayer identification number on Form W-9)
(a)(1)(iii)*	Notice of Guaranteed Delivery
(a)(1)(iv)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(v)*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(vi)*	Form of Summary Advertisement published in Investor’s Business Daily
(a)(1)(vii)*	Press Release, dated April 1, 2011, issued by SAC
(a)(1)(viii)	Press Release, dated May 2, 2011, issued by SAC
(b)	None
(c)	None
(d)(1)	Form of Contribution and Subscription Agreement, dated February 18, 2011, by and between Stapleton Acquisition Company and each of Craig R. Stapleton, Dorothy W. Stapleton, Walker R. Stapleton and Wendy S. Reyes, Trustee of Separate Property Trust (incorporated by reference to Exhibit 18 to the Schedule 13D/A filed by SAC with the Securities and Exchange Commission on February 18, 2011)
(d)(2)	Acquisition Support Agreement, dated February 18, 2011, by and among Stapleton Acquisition Company, Leeward Capital, L.P. and Leeward Investments, LLC (incorporated by reference to Exhibit 19 to the Schedule 13D/A filed by SAC with the Securities and Exchange Commission on February 18, 2011)
(d)(3)*	Power of Attorney regarding Schedule TO, dated as of March 23, 2011, granted by the individual members of the Stapleton Group, other than Craig R. Stapleton, in favor of Craig R. Stapleton.
(f)	Section 262 of the Delaware General Corporation Law (included as Schedule A to the Offer to Purchase and incorporated by reference herein)
(g)	None
(h)	None

*           Previously filed with Schedule TO.

EX-99.(A)(1)(VIII)

Exhibit (a)(1)(viii)

STAPLETON ACQUISITION COMPANY ANNOUNCES SUCCESSFUL COMPLETION OF TENDER

OFFER AND COMMENCEMENT OF A SUBSEQUENT OFFERING PERIOD FOR COMMON STOCK

OF SONOMAWEST HOLDINGS, INC.

GREENWICH, CONNECTICUT (May 2, 2011) – Stapleton Acquisition Company (“SAC”) today announced the successful completion of its previously announced tender offer to purchase all of the outstanding shares of common stock of SonomaWest Holdings, Inc. (SWHI.PK) (“SonomaWest”) not currently owned by SAC, Craig R. Stapleton, Dorothy W. Stapleton, Walker R. Stapleton and Wendy S. Reyes, Trustee of Separate Property Trust (collectively, the “Stapleton Group”).

The initial tender offer period and withdrawal rights expired at 5:00 p.m., New York City time, on April 29, 2011. Continental Stock Transfer & Trust Company, the depositary for the tender offer, has advised SAC that, as of the expiration time, approximately 411,124 shares (including approximately 6,782 shares subject to guarantees of delivery) were validly tendered and not withdrawn. The number of shares tendered in the offer, together with the shares of SonomaWest common stock already owned by the Stapleton Group, represent approximately 81% of the outstanding shares of SonomaWest common stock. All shares that were validly tendered and not withdrawn have been accepted for purchase and payment at the offer price of $10.05 per share in cash, without interest and less any applicable withholding taxes, and all holders of these shares will be paid promptly in accordance with the terms of the tender offer.

SAC also announced that it will provide a subsequent offering period for all remaining shares of SonomaWest common stock to permit stockholders who have not yet tendered their shares an opportunity to do so. The subsequent offering period commenced on May 2, 2011 and will expire at 5:00 p.m., New York City time, on Friday, May 6, 2011, unless extended. The same $10.05 per share cash consideration offered during the initial offering period will be promptly paid to holders of SonomaWest common stock who tender their shares during the subsequent offering period. The procedures for tendering shares during the subsequent offering period are the same as during the initial offering period, except that guaranteed delivery procedures may not be used during the subsequent offering period and shares tendered during the subsequent offering period may not be withdrawn.

After the expiration of the subsequent offering period, SAC intends to complete the acquisition of SonomaWest through a merger in which shares of SonomaWest common stock not tendered in the tender offer (other than shares owned by the Stapleton Group, or shares, if any, held by stockholders who are entitled to and properly exercise appraisal rights under Delaware law) will be converted into the right to receive the same price of $10.05 per share in cash, without interest and less any applicable withholding taxes, that was paid in the tender offer. If following the completion of the subsequent offering period SAC owns 90% or more of the outstanding shares of SonomaWest common stock, no approval by SonomaWest’s board of directors and no vote of SonomaWest’s stockholders will be required to effect the merger and the merger will occur promptly following the expiration of the subsequent offering period. If following the completion of the subsequent offering period SAC owns less than 90% of the outstanding shares of SonomaWest common stock, the merger will be subject to the approval of SonomaWest’s board of directors and to the affirmative vote of a majority of SonomaWest’s outstanding shares of common stock. Based on the number of shares tendered during the initial tender offer period, SAC will own a sufficient number of SonomaWest shares to effect stockholder approval of the merger. Following the merger, SonomaWest will become a privately-held corporation and shares of SonomaWest common stock will cease to be traded on the over-the-counter “Pink Sheets.”

Important Information

The solicitation of tenders of SonomaWest common stock is being made pursuant to the offer to purchase, letter of transmittal and related materials that SAC has mailed to holders of SonomaWest common stock. Stockholders should read those materials carefully because they contain important information, including the various terms and conditions of the offer. Stockholders can obtain copies of the offer to purchase, letter of transmittal and related materials from Morrow & Co., LLC, the information agent for the tender offer, in the manner set forth below or as part of the statement on Schedule TO filed by SAC with the U.S. Securities and Exchange Commission (the “SEC”) on April 1, 2011, as amended on April 15, 2011 and on May 2, 2011, through the SEC’s website at www.sec.gov without charge.

Stockholder questions regarding the tender offer, and requests for materials or assistance in connection with the tender offer, may be directed to Morrow & Co., LLC, the information agent for the tender offer, by telephone at (888) 813-7566 (banks and brokerage firms, please call: (203) 658-9400) or via email at swhi.info@morrowco.com. Stockholders may also contact their broker, dealer, bank, trust company or other nominee for assistance concerning the tender offer.