SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
SIERRA PACIFIC PENSION INVESTORS `84
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)
February 16, 1998
(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
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Transaction Valuation* Amount of Filing Fee
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$1,800,000 $360.00
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* Determined pursuant to Rule 0-11(b)(1). Assumes the purchase of 20,000
Units at $90.00 per Unit.
[ ] 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: Not applicable
Form or Registration No: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable
This Rule 13e-3 Transaction Statement (this "Transaction Statement")
of John N. Galardi ("Galardi") relates to an offer by Galardi to purchase any
and all of the outstanding limited partnership units (the "Units") of Sierra
Pacific Pension Investors `84, a California limited partnership (the "Company"),
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated February 16, 1998 (the "Offer to Purchase"), and the related Letter of
Transmittal (which together constitute the "Offer"). This Transaction Statement
is intended to satisfy the reporting requirements of Section 13(e) of the
Securities Exchange Act of 1934, as amended (the "Act"). The information in the
Offer to Purchase and the Letter of Transmittal, copies of which are attached
hereto as Exhibits (d)(1) and (d)(2), respectively, including all annexes,
appendices and exhibits thereto, is hereby expressly incorporated herein by
reference and the responses to each item in this Transaction Statement are
qualified in their entirety by the information contained in the Offer to
Purchase and the Letter of Transmittal.
The cross-reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13e-3 and shows the location in the Schedule 14D-1
Tender Offer Statement (the "Tender Offer Statement") filed by Galardi with the
Securities and Exchange Commission contemporaneously herewith of the information
required to be included in response to the items of this Transaction Statement.
The information in the Tender Offer Statement, a copy of which is attached
hereto as Exhibit (d)(3), including all annexes, appendices and exhibits
thereto, is hereby expressly incorporated herein by reference and the responses
to each item in this Transaction Statement are qualified in their entirety by
the information contained in the Tender Offer Statement .
CROSS REFERENCE SHEET TO SCHEDULE 14D-1 TENDER OFFER STATEMENT
ITEM IN SCHEDULE 13E-3 LOCATION IN TENDER OFFER STATEMENT
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Item 1(a) - (c) Item 1 of the Tender Offer Statement
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
Item 2(a) -(g) Item 2 of the Tender Offer Statement
Item 3(a) - (b) Item 3 of the Tender Offer Statement and Item 6 of the Tender Offer Statement
Item 4(a) Item 1 of the Tender Offer Statement
Item 4(b) *
Item 5(a) - (g) Item 5 of the Tender Offer Statement
Item 6(a) Item 4 of the Tender Offer Statement
Item 6(b) Item 8 of the Tender Offer Statement
Item 6(c) *
Item 6(d) *
Item 7(a) Item 5 of the Tender Offer Statement
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
Item 8(e) Not included in the Tender Offer Statement
Item 8(f) *
ITEM IN SCHEDULE 13E-3 LOCATION IN TENDER OFFER STATEMENT
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Item 9(a) Item 10(b) of the Tender Offer Statement
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
Item 11 Item 3 of the Tender Offer Statement
Item 12(a) - (b) Item 5 of the Tender Offer Statement
Item 13(a) Item 10(b) of the Tender Offer Statement
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
Item 16 *
Item 17(a) - (c) *
Item 17(d) Item 11 of the Tender Offer Statement
Item 17(e)-(f) *
* The Item is inapplicable or the answer thereto is in the negative.
RULE 13E-3 TRANSACTION STATEMENT
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The name of the issuer is Sierra Pacific Pension Investors `84, a
California limited partnership (the "Company"), and the address of its principal
executive offices is 5850 San Felipe, Suite 500, Houston, Texas 77057.
(b) This Schedule relates to the offer by John N. Galardi (the
"Bidder") to purchase any and all of the Company's outstanding Limited
Partnership Units (the "Units"), at $90.00 per Unit, net to the seller in cash,
all upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated February 16, 1998 (the "Offer to Purchase"), and the related
Letter of Transmittal (which together constitute the "Offer"), copies of which
are attached hereto as Exhibits (d)(1) and (d)(2), respectively. As of December
31, 1997, the Company had issued and outstanding 77,000 Units and there were
approximately 3,602 holders of record of the Units.
(c) The information set forth on the cover page and under
"Introduction" and "Special Factors - Price Range of Shares; Distributions;
Trading Volume" in Section 9 of the Offer to Purchase is incorporated herein by
reference.
(d) The information set forth under "Special Factors - Purpose of the
Offer" in Section 1 of the Offer to Purchase is incorporated herein by
reference.
(e) Not applicable.
(f) The information set forth under "Special Factors - Past Contacts,
Transactions or Negotiations; Transactions and Agreements Concerning the Units"
and "Special Factors - Interest in Units" in Sections 12 and 13, respectively,
of the Offer to Purchase is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (f) The information set forth under "Special Factors - Certain
Information Regarding the Offeror" in Section 10 of the Offer to Purchase is
incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) - (b) 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
ITEM 4. TERMS OF THE TRANSACTION
(a) The information set forth on the cover page and under
"Introduction" and "Special Factors - Certain Conditions of the Offer" in
Section 8 of the Offer to Purchase is incorporated herein by reference.
(b) Not applicable.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) - (g) The information set forth under "Special Factors - Purpose
of the Offer" in Section 1 of the Offer to Purchase is incorporated herein by
reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth under "Special Factors - Source and
Amount of Funds" in Section 11 of the Offer to Purchase is incorporated herein
by reference.
(b) The information set forth under "Special Factors - Persons
Retained; Fees and Expenses" in Section 15 of the Offer to Purchase is
incorporated herein by reference.
(c) Not applicable.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) The information set forth under "Special Factors - Purpose of the
Offer" in Section 1 of the Offer to Purchase is incorporated herein by
reference.
(b) Not applicable.
(c) The information set forth under "Special Factors - Purpose of the
Offer" in Section 1 of the Offer to Purchase is incorporated herein by
reference.
(d) The information set forth under "Special Factors - Purpose of the
Offer" and "Special Factors - Certain Federal Income Tax Consequences" in
Sections 1 and 2, respectively, of the Offer to Purchase is incorporated herein
by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
(a) - (e) The information set forth under "Special Factors - Fairness
of the Transaction; Reports, Opinions, Appraisals and Certain Negotiations; No
Approvals Required; No Appraisal Rights" and "Special Factors - Price Range of
Units; Distributions; Trading Volume" in Sections 3 and 9, respectively, of the
Offer to Purchase is incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
(a) 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.
(b) Not applicable.
(c) Not applicable.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) The information set forth under "Special Factors - Interest
in Units" in Section 13 of the Offer to Purchase is incorporated herein by
reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth under "Special Factors - Past Contacts,
Transactions or Negotiations; Transactions and Agreements Concerning the Units"
in Section 12 of the Offer to Purchase is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD
TO THE TRANSACTION
(a) - (b) The information set forth under "Introduction" in the Offer
to Purchase is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION
(a) - (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.
ITEM 14. FINANCIAL INFORMATION
(a) The information set forth in the Partnership's Annual Report on
Form 10-K for the year ended December 31, 1996; the Partnership's Annual Report
on Form 10-K for the year ended December 31, 1995; and the Partnership's
Quarterly reports on Form 10-Q for the quarters ended March 31, 1997, June 30,
1997 and September 30, 1997 is incorporated herein by reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED
(a) - (b) The information set forth under "Introduction" and "Special
Factors - Persons Retained; Fees and Expenses" in Section 15 of the Offer to
Purchase is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Not applicable.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d)(1) Form of Offer to Purchase, dated February 16, 1998.
(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 on Schedule 14D-1, dated February 16,
1998.
(e) Not applicable.
(f) Not applicable.
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: February 16, 1998
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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(d)(1) Form of Offer to Purchase, dated February 16, 1998.
(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 on Schedule 14D-1, dated February 16, 1998.