0001144204-11-037442.txt : 20110624 0001144204-11-037442.hdr.sgml : 20110624 20110624152108 ACCESSION NUMBER: 0001144204-11-037442 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 CRAIG R CENTRAL INDEX KEY: 0001207106 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-01912 FILM NUMBER: 11930546 MAIL ADDRESS: STREET 1: 135 E. PUTNAM AVE CITY: GREENWICH STATE: CT ZIP: 06830 4 1 v226909_ex.xml X0303 4 2011-06-23 0 0000102588 SONOMAWEST HOLDINGS INC SWHI 0001207106 STAPLETON CRAIG R 135 EAST PUTNAM AVENUE GREENWICH CT 06830 1 1 1 0 See Remarks Common Stock 2011-06-23 4 J 0 77501 10.05 A 550601 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. SAC 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, SAC owned an aggregate of 1,075,228 Shares. On May 10, 2011, SAC and the Issuer entered into an Agreement and Plan of Merger, pursuant to which SAC would merge with the Issuer (the "Merger") thereby completing the acquisition of the 176,139 outstanding Shares not owned by SAC. The Merger was completed on June 23, 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 44% of the equity interests of SAC and the beneficial ownership of the Shares previously held by him changed from direct to indirect. Accordingly, the Reporting Person has a pecuniary interest in and indirectly beneficially owns approximately 77,501 of the Shares acquired by SAC in connection with the Merger and approximately 550,601 of the total Shares owned by SAC. President, Chief Executive Officer and Chief Financial Officer /s/ Craig R. Stapleton 2011-06-24