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