SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
SONOMAWEST HOLDINGS, INC.
(Name of Subject Company--Issuer)
SonomaWest Holdings, Inc.
(Name of Filing Person--Issuer)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
83567109
(CUSIP Number of Class of Securities)
Gary L. Hess
SonomaWest Holdings, Inc.
1448 Industrial Avenue
Sebastopol, California 95472
(707) 824-2548
(Name, address and telephone number of persons authorized to receive notices and
communications on behalf of filing persons)
Copy to:
Roger S. Mertz, Esq.
Allen Matkins Leck Gamble & Mallory LLP
333 Bush Street, Seventeenth Floor
San Francisco, California 94104-2806
(415) 837-1515
CALCULATION OF FILING FEE
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Transaction valuation* Amount of filing fee
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$3,000,000 $600.00
* Estimated for purposes of calculating the amount of the filing fee only.
The amount assumes the purchase of 375,000 shares of the SonomaWest Holdings,
Inc.'s common stock, at $8.00 per share, in accordance with terms of the Offer
described herein. The amount of the filing fee was calculated in accordance with
Rule 0-11(d) under the Securities Exchange Act of 1934.
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[ ] Check the 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:
Form or Registration No.:
Filing Party:
Date Filed:
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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INTRODUCTORY STATEMENT
This Tender Offer Statement on Schedule TO (this "Statement") relates to a
tender offer by SonomaWest Holdings, Inc., a California corporation (the
"Company"), to purchase up to 375,000 shares (or such lesser number of shares
that are properly tendered) of its common stock (the "Shares") tendered pursuant
to the tender offer at a purchase price of $8.00 per Share, net to the seller in
cash, without interest, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated January 8, 2001 (the "Offer to Purchase") and in
the related Letter of Transmittal, copies of which are attached hereto as
Exhibits (A)(1) and (A)(2) (which together with any amendments or
supplements thereto, collectively constitute the "Offer"). The term "Share"
means a share of the Shares. This Tender Offer Statement on Schedule TO is
intended to satisfy the reporting requirements of Section 13(e) of the
Securities Exchange Act of 1934, as amended.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the Items of this Statement, except as otherwise set forth
below.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Offer to Purchase under the caption
"Summary Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) NAME AND ADDRESS. The name of the Company is SonomaWest Holdings, Inc.,
which is the issuer of the common stock, no par value, subject to this
Offer. The Company's principal executive offices are located at 1448
Industrial Avenue, Sebastopol, California 95472. The telephone number for
the Company is (707) 824-2548. Reference is made to the information set
forth in the Offer to Purchase under the caption "THE OFFER - 8. Certain
Information Concerning the Company," which information is incorporated
herein by reference.
(b) SECURITIES. The securities which are the subject of this Offer are the
common stock of the Company. As of December 31, 2000, 1,522,350 shares of
the Company's common stock were issued and outstanding. Reference is made to
the information set forth on the cover page of the Offer to Purchase and in
the Offer to Purchase under the caption "INTRODUCTION," which information is
incorporated herein by reference.
(c) TRADING MARKET AND PRICE. The Shares are traded on the NASDAQ National
Market System under the symbol "SWHI." Reference is made to the information
set forth in the Offer to Purchase under the captions "SPECIAL FACTORS - 2.
Purpose of the Offer; Certain Effects of the Offer; Plans of the Company
After the Offer" and "THE OFFER - 6. Price Range of the Shares; Dividends,"
which information is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
This is an issuer tender offer and the Company is the only filing person. The
information set forth in the Offer to Purchase under the caption "THE OFFER - 8.
Certain Information Concerning the Company" is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
The information set forth in the Offer to Purchase under the captions
"INTRODUCTION," "SPECIAL FACTORS - 2. Purpose of the Offer; Certain Effects of
the Offer; Plans of the Company After the Offer," "SPECIAL FACTORS - 6.
Beneficial Ownership of Stock," "SPECIAL FACTORS - 4. Material Federal Income
Tax Consequences," "THE OFFER - 1. Terms of the Offer," "THE OFFER - 2.
Acceptance for Payment and Payment," "THE OFFER - 3. Procedures for Accepting
the Offer and Tendering Shares," "THE OFFER - 4. Withdrawal Rights," "THE OFFER
- 9. Conditions to the Offer," and "THE OFFER - 10. Legal Matters" is
incorporated herein by reference.
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ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
None.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) PURPOSES. The information set forth in the Offer to Purchase under the
captions "INTRODUCTION" and "SPECIAL FACTORS - 2. Purpose of the Offer;
Certain Effects of the Offer; Plans of the Company After the Offer" is
incorporated herein by reference.
(b) USE OF SECURITIES. The information set forth in the Offer to Purchase under
the caption "SPECIAL FACTORS - 2. Purpose of the Offer; Certain Effects of
the Offer; Plans of the Company After the Offer" is incorporated herein by
reference.
(c) PLANS. The information set forth in the Offer to Purchase under the captions
"SPECIAL FACTORS - 1. Background and "SPECIAL FACTORS - 2. Purpose of the
Offer; Certain Effects of the Offer; Plans of the Company After the Offer"
is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Offer to Purchase under the caption
"SPECIAL FACTORS - 5. Financing of the Offer" is incorporated herein by
reference.
(b) and (d) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)and(b) The information set forth in the Offer to Purchase under the captions
"SPECIAL FACTORS - 6. Beneficial Ownership of the Shares," "SPECIAL
FACTORS-7. Transactions and Arrangements Concerning Shares" and "THE
OFFER-6. Certain Information Concerning the Company" is incorporated
herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in the Offer to Purchase under the caption "THE
OFFER - 11. Fees and Expenses" is incorporated herein by reference.
(b) Not Applicable.
ITEM 10. FINANCIAL STATEMENTS.
The financial statements contained in the Company's Annual Report on Form
10-K filed with the Commission on September 25, 2000, and the Company's
Quarterly Report on Form 10-Q filed with the Commission on November 13, 2000,
are incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION.
(a) AGREEMENTS, REGULATORY REQUIREMENTS AND LEGAL PROCEEDINGS.
(1) None other than previously disclosed.
(2)(3) The information set forth in the Offer to Purchase under the caption
"THE OFFER - 10. Legal Matters" is incorporated herein by reference.
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(4) Not applicable.
(5) None other than previously disclosed.
(b) OTHER MATERIAL INFORMATION. The information set forth in the Offer to
Purchase and the Letter of Transmittal, copies of which are attached hereto
as Exhibits (A)(1) and (A)(2) is incorporated herein by reference.
ITEM 12. EXHIBITS.
(A)(1) Offer to Purchase dated January 8, 2001.
(A)(2) Form of Letter of Transmittal for Common Stock.
(A)(3) Form of Notice of Guaranteed Delivery.
(A)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(A)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(A)(6) Letter to Shareholders of the Company.
(A)(7) Guidelines for Certification of Taxpayer Identification Number of
Substitute Form W-9.
(A)(8) Text of Press Release issued by the Company, dated January 8, 2001.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Because there is a reasonable likelihood that the tender offer for the Shares
may cause the Shares to be held of record by fewer than 300 persons after the
closing of the offer, this transaction constitutes a "going-private"
transaction. As such, the following sets forth that information required by
Schedule 13E-3 that has not already been set forth in Items 1-12 above. The
information set forth in the Offer to Purchase is incorporated herein by
reference to the items required by Schedule 13E-3.
ITEM 2 OF SCHEDULE 13E-3.
(d) The information set forth in the Offer to Purchase under the caption "THE
OFFER - 6. Price Range of the Shares; Dividends" is incorporated herein by
reference.
(e) Not applicable.
(f) The Company has repurchased shares from certain stockholders. See "SPECIAL
FACTORS - 7. Transactions and Arrangements Concerning Shares."
ITEM 4 OF SCHEDULE 13E-3.
(c) - (e) Not applicable.
(f) The information set forth in the Offer to Purchase under the caption
"Purpose of the Offer; Certain Effects of the Offer; Plans of the Company
After the Offer" is incorporated herein by reference.
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ITEM 5 OF SCHEDULE 13E-3.
(a)-(c ) The information set forth in the Offer to Purchase under the
caption "SPECIAL FACTORS-2. Purpose of the Offer; Certain Effects of
the Offer; Plans of the Company After the Offer" is incorporated herein
by reference.
A member of the Company's Board is a member of the law firm that serves
as the Company's general counsel. During fiscal 2000 and 1999, the
Company incurred $196,663 and $209,697, respectively, for legal
services from this firm and from another firm of which the director was
a member prior to October 16, 1999.
ITEM 7 OF SCHEDULE 13E-3.
(a) PURPOSES. The information set forth in the Offer to Purchase under the
captions "INTRODUCTION" and "SPECIAL FACTORS-2. Purpose of the Offer;
Certain Effects of the Offer; Plans of the Company After the Offer" is
incorporated herein by reference.
(b) ALTERNATIVES. The information set forth in the Offer to Purchase under
the captions "INTRODUCTION" and "SPECIAL FACTORS-2. Purpose of the
Offer; Certain Effects of the Offer; Plans of the Company After the
Offer" is incorporated herein by reference.
(c) REASONS. The information set forth in the Offer to Purchase under the
captions "INTRODUCTION" and "SPECIAL FACTORS-2. Purpose of the Offer;
Certain Effects of the Offer; Plans of the Company After the Offer" is
incorporated herein by reference.
(d) EFFECTS. The information set forth in the Offer to Purchase under the
captions "SPECIAL FACTORS-4. Material Federal Income Tax
Consequences" and "SPECIAL FACTORS-2. Purpose of the Offer; Certain
Effects of the Offer; Plans of the Company After the Offer" is
incorporated herein by reference.
ITEM 8 OF SCHEDULE 13E-3.
(a) and (b) The information set forth in the Offer to Purchase under the
captions "SPECIAL FACTORS-2. Purpose of the Offer; Certain Effects
of the Offer; Plans of the Company After the Offer" is incorporated
herein by reference.
(c) APPROVAL OF SECURITY HOLDERS. Not applicable.
(d) UNAFFILIATED REPRESENTATIVE. Not applicable.
(e) APPROVAL OF DIRECTORS. This transaction has been approved by a
unanimous vote of the Company's directors.
No directors abstained from voting.
(f) OTHER OFFERS. Not applicable.
ITEM 9 OF SCHEDULE 13E-3.
(a) REPORT, OPINION OR APPRAISAL. The Company has not received any report,
opinion or appraisal from an outside party that is materially related
to the Rule 13e-3 transaction. The information set forth in the Offer
to Purchase under the caption "SPECIAL FACTORS" is incorporated herein
by reference.
(b) PREPARER AND SUMMARY OF THE REPORT, OPINION OR APPRAISAL.
Not applicable.
(c) AVAILABILITY OF DOCUMENTS. Not applicable.
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ITEM 10 OF SCHEDULE 13E-3.
(b) EXPENSES. The Information contained in the Offer to Purchase under
the caption "THE OFFER - 11. Fees and Expenses" is incorporated herein
by reference.
ITEM 12 OF SCHEDULE 13E-3.
(d) The Company, upon inquiry, believes Roger S. Mertz, a director, intends
to tender 6,000 shares which are owned by a trust of which Mr. Mertz is
the Trustee but has no beneficial interest. The Company also believes
that certain relatives of directors intend to tender an aggregate of
34,750 shares. The officers and directors of the Company reserve the
right to tender some or all of their shares pursuant to the Tender
Offer.
(e) None of the directors are making any recommendations.
ITEM 14 OF SCHEDULE 13E-3.
Directors, officers and regular employees of the Company (who will not be
specifically compensated for such services), may contact stockholders by mail,
telephone, telex, telegram messages, mailgram messages, datagram messages and
personal interviews regarding the Offer and may request brokers, dealers and
other nominees to forward the Purchase Offer and related materials to beneficial
owners of Shares.
ITEM 16 OF SCHEDULE 13E-3.
No reports were prepared.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 8, 2001
SONOMAWEST HOLDINGS, INC.
/s/ Gary L. Hess
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By: Gary L. Hess
Title: President
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EXHIBIT INDEX
(A)(1) Offer to Purchase dated January 8, 2001.
(A)(2) Form of Letter of Transmittal for Common Stock.
(A)(3) Form of Notice of Guaranteed Delivery.
(A)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(A)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(A)(6) Letter to Shareholders of the Company.
(A)(7) Guidelines for Certification of Taxpayer Identification Number of
Substitute Form W-9.
(A)(8) Text of Press Release issued by the Company, dated January 8, 2001.
