-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IIAdGLEBL/QpJueenSRVX4WjPEnUoLcVpoJOqMNQOF0AfFKSelPInG1Z+oxPasb2 IHKLoVIqxu6I7UVXf3fjFQ== 0000950155-97-000117.txt : 19971210 0000950155-97-000117.hdr.sgml : 19971210 ACCESSION NUMBER: 0000950155-97-000117 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971209 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIERRA PACIFIC DEVELOPMENT FUND CENTRAL INDEX KEY: 0000351698 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953643693 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-51747 FILM NUMBER: 97734864 BUSINESS ADDRESS: STREET 1: 5850 SAN FELIPE STREET 2: STE 500 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7137066271 MAIL ADDRESS: STREET 1: 5850 SAN FELIPE STREET 2: STE 500 CITY: HOUSTON STATE: TX ZIP: 77057 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GALARDI JOHN W CENTRAL INDEX KEY: 0001047939 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 6640 VON KARMAN STREET 2: STE 200 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 2136132852 SC 13E3/A 1 AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- SCHEDULE 13E-3/A AMENDMENT NO. 3 RULE 13E-3 TRANSACTION STATEMENT PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 SIERRA PACIFIC DEVELOPMENT FUND, A California Limited Partnership (Name of the Issuer) ------------- JOHN N. GALARDI (Name of Person Filing Statement) ------------- LIMITED PARTNERSHIP UNITS (Title of Class of Securities) ------------- N/A (CUSIP Number of Class of Securities) ------------- __________________ ________________ HOWARD F. HART HUGHES HUBBARD & REED LLP 350 SOUTH GRAND AVENUE, 36TH FLOOR LOS ANGELES, CALIFORNIA 90071 (213) 613-2800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Person Filing Statement) October 27, 1997 (Date Information Statement First Published, Sent or Given to Security Holders) This statement is filed in connection with (check the appropriate box): a. / / The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. / / The filing of a registration statement under the Securities Act of 1933 c. /X/ A tender offer. d. / / None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: |_| Calculation of Filing Fee - -------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee - -------------------------------------------------------------------------------- $550,000 $110.00 - -------------------------------------------------------------------------------- * Determined pursuant to Rule 0-11(b)(1). Assumes the purchase of 20,000 Units at $27.50 per Unit. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $110.00 Form or Registration No: Schedule 13E-3 and Amendments No. 1 and 2 thereto Filing Party: John N. Galardi Date Filed: October 17, 1997, October 27, 1997, November 20, 1997 . This Amendment No. 3 amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13e-3 (the "Statement") originally filed by John N. Galardi (the "Offeror") on October 17, 1997, which Statement relates to an offer by the Offeror to purchase any and all outstanding units of Sierra Pacific Development Fund, a California limited partnership (the "Company"), dated as of October 27, 1997 (the "Offer to Purchase"). Capitalized terms used herein without definition shall have the meaning ascribed thereto in the Statement. The cross-reference sheet below is being supplied pursuant to General Instruction F to Schedule 13e-3 and shows the location in the Offer to Purchase and the Supplement of the information required to be included in response to the items of this Statement. The information in the Offer to Purchase and the Supplement, including all appendices thereto, is hereby expressly incorporated herein by reference and the responses to each item in this Statement are qualified in their entirety by the information contained in the Offer to Purchase and the Supplement. By this Amendment No. 3, the Statement is hereby amended and supplemented as set forth below: . CROSS REFERENCE SHEET TO SCHEDULE 14D-1 TENDER OFFER STATEMENT --------------------------------------------------------------
ITEM IN SCHEDULE 13E-3 LOCATION IN TENDER OFFER STATEMENT - ---------------------- ---------------------------------- Item 1(a)-(c) Item 1 of the Tender Offer Statement and paragraphs 3, 5 and 6 in the Supplement Item 1(d) Not included in the Tender Offer Statement Item 1(e)* Item 1(f) Item 3 of the Tender Offer Statement and Item 6 of the Tender Offer Statement and paragraph 9 in the Supplement Item 2(a)-(g) Item 2 of the Tender Offer Statement and paragraph 1 in the Supplement Item 3(a)-(b) Item 3 of the Tender Offer Statement and Item 6 of the Tender Offer Statement and paragraph 9 in the Supplement Item 4(a) Item 1 of the Tender Offer Statement and paragraphs 3, 5 and 6 in the Supplement Item 4(b)* Item 5(a)-(g) Item 5 of the Tender Offer Statement and paragraphs 2 and 7 in the Supplement Item 6(a) Item 4 of the Tender Offer Statement Item 6(b) Item 8 of the Tender Offer Statement and paragraph 8 in the Supplement Item 6(c)* Item 6(d)* Item 7(a) Item 5 of the Tender Offer Statement and paragraph 2 in the Supplement Item 7(b)* Item 7(c) Not included in the Tender Offer Statement Item 8(a)-(b) Not included in the Tender Offer Statement Item 8(c)-(d) Item 10(b) of the Tender Offer Statement and paragraphs 3, 4 and 10 in the Supplement Item 8(e) Not included in the Tender Offer Statement Item 8(f)* Item 9(a) Item 10(b) of the Tender Offer Statement and paragraph 3, 4 and 10 in the Supplement Item 9(b)-(c)* Item 10(a) Item 6 of the Tender Offer Statement Item 10(b) Items 3 and 6 of the Tender Offer Statement and paragraph 9 in the Supplement Item 11 Item 3 of the Tender Offer Statement and paragraph 9 in the Supplement Item 12(a)-(b) Item 5 of the Tender Offer Statement and paragraph 2 in the Supplement Item 13(a) Item 10(b) of the Tender Offer Statement and paragraphs 3, 4 and 10 in the Supplement Item 13(b) Not included in the Tender Offer Statement Item 13(c)* Item 14(a) Not included in the Tender Offer Statement Item 14(b)* Item 15(a)-(b) Item 8 of the Tender Offer Statement and paragraph 8 in the Supplement Item 16 Item 10(f) of the Tender Offer Statement Item 17(a)-(c)* Item 17(d) Item 11 of the Tender Offer Statement Item 17(e)* Item 17(f) Item 11(a)(1) of the Tender Offer Statement
* The Item is inapplicable or the answer thereto is in the negative. RULE 13E-3 TRANSACTION STATEMENT ITEM 16. ADDITIONAL INFORMATION. (a) The Offer has been extended to 5:00 p.m., Pacific time, on Monday, December 22, 1997. On December 1, 1997, the Offeror issued a press release announcing such extension. A copy of such press release has been filed as Exhibit (a)(1) to this Amendment No. 3 and is incorporated herein by reference in its entirety. ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. (a) Not appplicable. (b) Not applicable. (c) Not applicable. (d)(1) Form of Offer to Purchase, dated October 27, 1997. (d)(1)(i) Supplement, dated November 17, 1997, to Form of Offer to Purchase dated October 27, 1997. (d)(2) Form of Letter of Transmittal with Substitute Form W-9. (d)(3) Instructions for the Requester of Form W-9. (d)(4) Tender Offer Statement in Schedule 14D-1, dated October 27, 1997. (e) Not applicable. (f)(1) Text of press release issued by the Offeror on December 1, 1997. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. JOHN N. GALARDI By: JOHN N. GALARDI --------------------- Name: John N. Galardi Dated: December 1, 1997 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------ ----------- (f)(1) Text of the press release issued by the Offeror on December 1, 1997. EX-99.(F)(1) 2 TEXT OF THE PRESS RELEASE Galardi Extends Offer to Purchase Units in Sierra Pacific Development Fund NEWPORT BEACH, CA, DECEMBER 1 -- John Galardi, who has offered to purchase any and all limited partnership units in Sierra Pacific Development Fund, a California limited partnership, announced today that he was extending that offer until 5:00 P.M., Pacific time, on December 22, 1997. -----END PRIVACY-ENHANCED MESSAGE-----