0001144204-11-029711.txt : 20110516 0001144204-11-029711.hdr.sgml : 20110516 20110516133606 ACCESSION NUMBER: 0001144204-11-029711 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110516 DATE AS OF CHANGE: 20110516 GROUP MEMBERS: CRAIG R. STAPLETON GROUP MEMBERS: DOROTHY W. STAPLETON GROUP MEMBERS: WALKER R. STAPLETON GROUP MEMBERS: WENDY S. REYES, TRUSTEE OF SEPARATE PROPERTY TRUST SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34214 FILM NUMBER: 11845263 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 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34214 FILM NUMBER: 11845264 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Stapleton Acquisition Co CENTRAL INDEX KEY: 0001445358 IRS NUMBER: 000000000 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 4643 S ULSTER STREET, 8TH FLOOR CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 720-228-4131 MAIL ADDRESS: STREET 1: 4643 S ULSTER STREET, 8TH FLOOR CITY: DENVER STATE: CO ZIP: 80237 SC TO-T/A 1 v222811_scto-ta.htm Unassociated Document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________

SCHEDULE TO

(AMENDMENT NO. 4)

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. 4)

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

o
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.

o
Issuer tender offer subject to Rule 13e-4.

x
Going-private transaction subject to Rule 13e-3.

o
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:  x
 
 
 
 
 
This Amendment No. 4 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, Amendment No. 2 to the Tender Offer Statement and Rule 13E-3 Transaction Statement filed under cover of Schedule TO on May 2, 2011 and Amendment No. 3 to the Tender Offer Statement and Rule 13E-3 Transaction Statement filed under cover of Schedule TO on May 9, 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. 4 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:
 
“On May 13, 2011, the depositary for the Offer informed SAC that the depositary had overstated the aggregate number of Shares tendered in the Offer by a total of 50 Shares, which Shares had been subject to a guarantee of delivery but subsequently failed to comply with the terms for guaranteed delivery pursuant to the Offer, and that accordingly an aggregate of 472,875 Shares were validly tendered pursuant to the Offer. The Shares tendered in the Offer, together with the Shares already owned by the Stapleton Group, represent approximately 86% of the outstanding Shares.”
 
 
 
 
 
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 16, 2011
STAPLETON ACQUISITION COMPANY
  
       
 
By:
/s/ Craig R. Stapleton  
    Name: Craig R. Stapleton  
    Title:   President  
 
 
Date: May 16, 2011
CRAIG R. STAPLETON
  
       
 
 /s/ Craig R. Stapleton  
  By: Craig R. Stapleton  
 
 
Date: May 16, 2011
DOROTHY W. STAPLETON
  
       
 
 /s/ Craig R. Stapleton   
  By: Craig R. Stapleton, Attorney-in-Fact  
 
 
Date: May 16, 2011
WALKER R. STAPLETON
  
       
 
 /s/ Craig R. Stapleton   
  By: Craig R. Stapleton, Attorney-in-Fact  
 
 
Date: May 16, 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
     
(a)(1)(ix)***
  
Press Release, dated May 9, 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.
 
** 
Previously filed with Amendment No. 2 to Schedule TO.
 
*** 
Previously filed with Amendment No. 3 to Schedule TO.