SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)OF
THE SECURITIES EXCHANGE ACT OF 1934
BellaVista Capital, Inc.
_________________________
(Name of Subject Company (Issuer))
BellaVista Capital, Inc.
_________________________
(Name of Filing Person (Offeror))
Common Stock, Par Value $0.01 Per Share
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(Title of Class Securities)
None
_________________________
(CUSIP Number of Class of Securities)
Michael Rider, President
BellaVista Capital, Inc.
420 Florence Street Suite 200
Palo Alto, CA 94301
Tel (650) 328-3060
_________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Paul Derenthal, Esq.
Derenthal & Dannhauser LLP
One Post Street, Suite 575
San Francisco, CA 94602
415-981-4844
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$1,800,000 $55.26
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* For purposes of calculating the filing fee only, this amount is based on the
purchase of 750,000 outstanding shares of Common Stock at the tender offer price
of $2.40 per share.
[ ] 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: N/A Filing Party: N/A
__________________________________________________
Form or Registration No.: N/A Date Filed: N/A
__________________________________________________
[ ] 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.
[ ] 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: [ ]
This Tender Offer Statement on Schedule TO relates to the offer by,
BellaVista Capital, Inc. a Maryland corporation (the "Company"), to purchase up
to 750,000 shares of its Common Stock, par value $0.01 per share (the "Shares"),
at a price of $2.40 per Share, net to the seller in cash, without interest. The
tender offer is being made upon and subject to the terms and conditions set
forth in the Offer to Purchase, dated June 8, 2007 (the "Offer to Purchase"),
and the related Letter of Transmittal (the "Letter of Transmittal"), which
together, as each may be amended or supplemented from time to time, constitute
the "Offer."
This Tender Offer Statement on Schedule TO is intended to satisfy the
reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934,
as amended. The information contained in the Offer to Purchase and the Letter of
Transmittal, copies of which are attached to this Schedule TO as Exhibits
(a)(1)(i) and (a)(1)(ii), respectively, is incorporated herein by reference in
response to all of the items of this Schedule TO as more particularly described
below. Capitalized terms used herein but not otherwise defined have the meaning
ascribed to such terms in the Offer to Purchase.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the section of the Offer to Purchase captioned
"Summary Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) and (b) The information set forth in the section of the Offer to
Purchase captioned "Section 9 - Certain Information Concerning the Company" is
incorporated herein by reference.
(c) The information set forth in the section of the Offer to Purchase
captioned "Section 7 - Determination of Offer Price; Dividends" is incorporated
herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) This Tender Offer Statement is filed by the Company as the Purchaser.
The information set forth in the section of the Offer to Purchase captioned
"Section 10 -- Directors and Executive Officers" is incorporated herein by
reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the sections of the Offer to Purchase
captioned "Summary Term Sheet," "Section 1 -- Number of Shares; Proration,"
"Section 3 -- Procedures for Tendering Shares," "Section 4 -- Withdrawal
Rights," "Section 5 -- Purchase of Shares and Payment of Purchase Price" and
"Section 12 -- U.S. Federal Income Tax Consequences" and in the Letter of
Transmittal is incorporated herein by reference.
(b) The information set forth in the section of the Offer to Purchase
captioned "Section 2 -- Purpose of the Tender Offer; Plans and Proposals" is
incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) The information set forth in the section of the Offer to Purchase
captioned "Section 10 -- Directors and Executive Officers; Transactions and
Agreements Concerning Shares" is incorporated herein by reference.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a)-(c) The information set forth in the section of the Offer to Purchase
captioned "Section 2 -- Purpose of the Tender Offer; Plans and Proposals" is
incorporated herein by reference.
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ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) and (b) The information set forth in the section of the Offer to
Purchase captioned "Section 8 -- Source and Amount of Funds" is incorporated
herein by reference.
(d) The information set forth in the section of the Offer to Purchase
captioned "Section 9 -- Certain Information Concerning the Company" is
incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) and (b) The information set forth in the section of the Offer to
Purchase captioned "Section 10 -- Directors and Executive Officers; Transactions
and Arrangements Concerning Shares" is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in the section of the Offer to Purchase
captioned "Section 14 -- Fees and Expenses" is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) and (b) Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
The information set forth in the section of the Offer to Purchase captioned
"Section 11 -- Legal Matters; Regulatory Approvals" is incorporated herein by
reference.
(a) The information set forth in the Offer to Purchase is incorporated
herein by reference.
ITEM 12. EXHIBITS.
(a)(1)(i) Offer to Purchase
(a)(1)(ii) Letter of Transmittal
(a)(1)(iii) Letter to Shareholders dated June 8, 2007
ITEM 13. ADDITIONAL INFORMATION REQUIRED BY SCHEDULE 13e-3.
Not Applicable.
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SIGNATURES
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.
BELLAVISTA CAPITAL, INC.
Dated: June 8, 2007
By: /s/ Michael Rider
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Name: Michael Rider
Title: President
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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(a)(1)(i) Offer to Purchase
(a)(1)(ii) Letter of Transmittal
(a)(1)(iii) Letter to Shareholders dated June 8, 2007
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