0001144204-11-025991.txt : 20110504 0001144204-11-025991.hdr.sgml : 20110504 20110504120958 ACCESSION NUMBER: 0001144204-11-025991 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110502 FILED AS OF DATE: 20110504 DATE AS OF CHANGE: 20110504 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stapleton Walker Roberts CENTRAL INDEX KEY: 0001323237 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-01912 FILM NUMBER: 11809007 MAIL ADDRESS: STREET 1: 1050 CHEROKEE STREET, #307 CITY: DENVER STATE: CO ZIP: 80204 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SONOMAWEST HOLDINGS INC CENTRAL INDEX KEY: 0000102588 STANDARD INDUSTRIAL CLASSIFICATION: LESSORS OF REAL PROPERTY, NEC [6519] IRS NUMBER: 941069729 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 2064 HIGHWAY 116 NORTH CITY: SEBASTOPOL STATE: CA ZIP: 95472 BUSINESS PHONE: 707-824-2534 MAIL ADDRESS: STREET 1: 2064 HIGHWAY 116 NORTH CITY: SEBASTOPOL STATE: CA ZIP: 95472 FORMER COMPANY: FORMER CONFORMED NAME: VACU DRY CO DATE OF NAME CHANGE: 19920703 4 1 v220759_ex.xml X0303 4 2011-05-02 0 0000102588 SONOMAWEST HOLDINGS INC SWHI 0001323237 Stapleton Walker Roberts 135 EAST PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 Common Stock 2011-05-02 4 J 0 86336 10.05 A 212830 I See Footnotes On April 1, 2011, Stapleton Acquisition Company ("SAC") commenced a tender offer for all of the outstanding shares of Common Stock of the Issuer (the "Shares") at a price of $10.05 per Share in cash (the "Offer"). The initial offering period for the Offer expired at 5:00 p.m., New York City time, on April 29, 2011, at which time approximately 411,124 Shares (including approximately 6,782 Shares subject to guarantees of delivery) were validly tendered and not withdrawn, and such Shares were accepted for purchase and payment by SAC on May 2, 2011. (Footnote 1 continued) In connection with the Offer and pursuant to that certain Contribution and Subscription Agreement entered into by and between SAC and the Reporting Person (the "Contribution Agreement"), the Reporting Person acquired approximately 21% of the equity interests of SAC and the beneficial ownership of the Shares previously held by him changed from direct to indirect. SAC presently owns 1,013,477 Shares. Accordingly, the Reporting Person has a pecuniary interest in and indirectly beneficially owns approximately 86,336 of the Shares tendered in the Offer and purchased by SAC on May 2, 2011 and approximately 212,830 of the total Shares owned by SAC. /s/ Walker R. Stapleton 2011-05-04