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