0001144204-11-037435.txt : 20110624 0001144204-11-037435.hdr.sgml : 20110624 20110624151758 ACCESSION NUMBER: 0001144204-11-037435 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110623 FILED AS OF DATE: 20110624 DATE AS OF CHANGE: 20110624 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stapleton Acquisition Co CENTRAL INDEX KEY: 0001445358 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-01912 FILM NUMBER: 11930528 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 4 1 v226908_ex.xml X0303 4 2011-06-23 0 0000102588 SONOMAWEST HOLDINGS INC SWHI 0001445358 Stapleton Acquisition Co 135 EAST PUTNAM AVENUE GREENWICH CT 06830 0 0 1 0 Common Stock 2011-06-23 4 J 0 176139 10.05 A 1251367 D On April 1, 2011, the Reporting Person 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. The Reporting Person provided a subsequent offering period, which commenced on May 2, 2011 and which expired at 5:00 p.m., New York City time, on May 6, 2011. Following the Offer, the Reporting Person owned an aggregate of 1,075,228 Shares. On May 10, 2011, the Reporting Person and the Issuer entered into an Agreement and Plan of Merger, pursuant to which the Reporting Person would merge with the Issuer (the "Merger") thereby completing the acquisition of the 176,139 outstanding Shares not owned by the Reporting Person. The Merger was completed on June 23, 2011. In connection with the Offer, the Reporting Person's form of beneficial ownership of the 602,353 Shares subject to those certain Contribution and Subscription Agreements entered into by and between the Reporting Person and each of Craig R. Stapleton, Dorothy W. Stapleton, Walker R. Stapleton and Wendy S. Reyes, Trustee of Separate Property Trust, on February 18, 2011 (the "Contribution Agreements"), changed from indirect to direct. Pursuant to the Contribution Agreements, Craig R. Stapleton, Dorothy W. Stapleton, Walker R. Stapleton and Wendy S. Reyes, Trustee of Separate Property Trust, acquired approximately 44%, 19%, 21% and 16%, respectively, of the equity interests of the Reporting Person. Accordingly, Craig R. Stapleton, Dorothy W. Stapleton, Walker R. Stapleton and Wendy S. Reyes, Trustee of Separate Property Trust, have a pecuniary interest in and indirectly beneficially own approximately 550,601, 237,760, 262,787 and 200,219 Shares, respectively. /s/ Craig R. Stapleton, President of Stapleton Acquisition Company 2011-06-24