SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
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JOHN N. GALARDI
(Name of Person Filing Statement)
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LIMITED PARTNERSHIP UNITS
(Title of Class of Securities)
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N/A
(CUSIP Number of Class of Securities)
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__________________
________________
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: |_|
<PAGE>
Calculation of Filing Fee
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Transaction Valuation* Amount of Filing Fee
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$550,000 $110.00
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* 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
.
<PAGE>
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: .
<PAGE>
CROSS REFERENCE SHEET TO SCHEDULE 14D-1 TENDER OFFER STATEMENT
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<TABLE>
<CAPTION>
ITEM IN SCHEDULE 13E-3 LOCATION IN TENDER OFFER STATEMENT
- ---------------------- ----------------------------------
<S> <C>
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
<PAGE>
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
<PAGE>
Item 17(e)*
Item 17(f) Item 11(a)(1) of the Tender Offer Statement
</TABLE>
* The Item is inapplicable or the answer thereto is in the negative.
<PAGE>
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.
<PAGE>
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
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Name: John N. Galardi
Dated: December 1, 1997
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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(f)(1) Text of the press release issued by the Offeror on December 1, 1997.
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.
