SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
AMENDMENT NO. 3
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
SIERRA PACIFIC DEVELOPMENT FUND,
A California Limited Partnership
(Name of Subject Company)
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JOHN N. GALARDI
(Bidder)
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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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__________________
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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 Bidder)
October 27, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
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.
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[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 paid previously
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
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SCHEDULE 14D-1 TENDER OFFER STATEMENT
ITEM 10. ADDITIONAL INFORMATION.
(a) The information set forth under "Special Factors - Past Contracts,
Transactions or Negotiations; Transactions and Agreements Concerning the Units"
in Section 12 of the Offer to Purchase is incorporated herein by reference.
(b) The information set forth under "Special Factors - Fairness of the
Transaction; Reports, Opinions, Appraisals and Certain Negotiations; No
Approvals Required; No Appraisal Rights" in Section 3 of the Offer to Purchase
is incorporated herein by reference.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) 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 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Text of the press release issued by the Offeror on December 1, 1997.
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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
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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(a)(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.
