0001463967-11-000096.txt : 20110502 0001463967-11-000096.hdr.sgml : 20110502 20110502133806 ACCESSION NUMBER: 0001463967-11-000096 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110502 FILED AS OF DATE: 20110502 DATE AS OF CHANGE: 20110502 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rowett Kent M CENTRAL INDEX KEY: 0001513796 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-01912 FILM NUMBER: 11799611 MAIL ADDRESS: STREET 1: 1010 SIR FRANCIS DRAKE BLVD. STREET 2: SUITE 202 CITY: KENTFIELD STATE: CA ZIP: 94904 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: LEEWARD INVESTMENTS LLC CENTRAL INDEX KEY: 0001035253 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-01912 FILM NUMBER: 11799612 BUSINESS ADDRESS: STREET 1: 1139 SAN CARLOS AVE STREET 2: SUITE 302 CITY: SAN CARLOS STATE: CA ZIP: 94070 BUSINESS PHONE: 4155922270 MAIL ADDRESS: STREET 1: 1139 SAN CARLOS AVE STREET 2: SUITE 302 CITY: SAN CARLOS STATE: CA ZIP: 94070 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Leeward Capital, L.P. CENTRAL INDEX KEY: 0001035254 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-01912 FILM NUMBER: 11799613 BUSINESS ADDRESS: STREET 1: 1 CALIFORNIA STREET STREET 2: SUITE 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 284-0779 MAIL ADDRESS: STREET 1: 1 CALIFORNIA STREET STREET 2: SUITE 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: LEEWARD CAPITAL LP DATE OF NAME CHANGE: 19970307 4 1 e110503lc-b_ex.xml X0303 4 2011-05-02 0 0000102588 SONOMAWEST HOLDINGS INC SWHI 0001035254 Leeward Capital, L.P. 1010 SIR FRANCIS DRAKE BLVD. SUITE 202 KENTFIELD CA 94904 0 0 1 0 0001035253 LEEWARD INVESTMENTS LLC 1010 SIR FRANCIS DRAKE BLVD. SUITE 202 KENTFIELD CA 94904 0 0 1 0 0001513796 Rowett Kent M 1010 SIR FRANCIS DRAKE BLVD. SUITE 202 KENTFIELD CA 94904 0 0 1 0 Common Stock, par value $0.0001 2011-05-02 4 J 0 93571 10.05 D 0 D See Exhibit 99 for Explanatory Responses See Exhibit 99 for Explanatory Responses /s/ KENT M. ROWETT 2011-05-02 EX-99 2 lc_f4-ex991.htm EXPLANATORY RESPONSES

Exhibit 99

EXPLANATORY RESPONSES

(1)     Until the sale referred to in (2) below, Leeward Capital L.P., a California limited partnership (“Leeward Capital”), was the direct beneficial owner of the number of shares of the Issuer’s common stock shown in Column 4 of Table I. Leeward Investments, LLC, a California limited liability company (“Leeward Investments” and, together with Leeward Capital, the “Leeward Parties”), is the general partner of Leeward Capital. Kent M. Rowett (“Mr. Rowett”) is the Manager of Leeward Investments. The business address of Leeward Investments and Mr. Rowett is the same as shown in Box 1 for Leeward Capital. The Leeward Parties and Mr. Rowett (collectively, the “Reporting Persons”) previously reported their beneficial ownership of the shares of the issuer’s common stock directly owned by Leeward Capital as a group for purposes of Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (“Rule 13d-5(b)(1)”). Accordingly, Leeward Investments and Mr. Rowett may be deemed to have previously beneficially owned indirectly those shares reported as previously directly owned by Leeward Capital in Column 4 of Table I. Mr. Rowett is signing this Form on behalf of Leeward Capital in his capacity as Manager of its general partner Leeward Investments, on behalf of Leeward Investments as its Manager and individually by reason of his capacity as Manager of Leeward Investments.

(2)     The shares referred to in Column 4 of Table I (the “Leeward Shares”) constituted approximately 7.5% of the outstanding shares of the Issuer’s common stock. However, by reason of the Acquisition Support Agreement dated as of February 18, 2011 (the “Support Agreement”) by and among Stapleton Acquisition Company, a Delaware corporation (“SAC”), and the Leeward Parties, which the Reporting Persons reported in a Schedule 13D/A dated February 18, 2011, the Reporting Persons may be deemed to have constituted a group for purposes of Rule 13d-5(b)(1) with SAC and certain related parties (collectively with SAC, the “Stapleton Parties”), who reported on a Schedule 13D/A dated April 1, 2011 (the “Stapleton 13D/A”) that they beneficially owned as a group approximately 55.6% of the outstanding shares of the Issuer’s common stock, which reported percentage includes the Leeward Shares because (according to the Stapleton 13D/A) certain of the Stapleton Parties may have been deemed to beneficially own the Leeward Shares by reason of the Support Agreement. The Reporting Person sold all of the Leeward Shares to SAC pursuant to the terms and conditions of SAC’s tender offer at $10.05 per share of the Issuer’s common stock commenced on April 1, 2011 and which, on May 2, 2011, SAC publicly announced had expired on April 29, 2011 (except for a subsequent offering period), with all shares that had been validly tendered and not withdrawn having been accepted for payment. As a result, any group that may previously have been deemed to exist between the Reporting Persons and the Stapleton Parties no longer exists and the Reporting Persons no longer beneficially own any shares of the Issuer’s common stock. The Persons Reporting disclaim ownership of any of the shares of the Issuer’s common stock beneficially owned by the Stapleton Parties.