SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
AMENDMENT NO. 1
TO
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
_________________________
(Title of Class Securities)
None
_________________________
(CUSIP Number of Class of Securities)
Michael Rider, President
BellaVista Capital, Inc.
420 Florence Street, Suite 200
Palo Alto, California 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
__________________________________________________
Transaction Valuation* Amount of Filing Fee
__________________________________________________
$1,500,000 $58.95
__________________________________________________
* 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 $2.00 per share.
[X] 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: $58.95 Filing Party: BellaVista Capital, Inc.
_________________________________________________________________________
Form or Registration No.: Schedule TO Date Filed: March 20, 2008
_________________________________________________________________________
[ ] 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: [X]
FINAL AMENDMENT TO TENDER OFFER
This Amendment No. 1 to 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 $2.00 per Share, net to the seller in cash,
without interest (the "Offer"). The tender offer was made upon and subject to
the terms and conditions set forth in the Offer to Purchase, dated March 20,
2008 and the related Letter of Transmittal.
The Offer terminated on April 25, 2008, and a total of 701,789 Shares were
tendered and not withdrawn as of such date. In accordance with the terms of the
offer the Company purchased a total of 701,789 Shares at $2.00 per Share
for a total payment of $1,403,578. After completion of the Offer, a total of
11,835,715 Shares remain issued and outstanding.
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: May 2, 2008
By: /s/ Michael Rider
------------------------------
Name: Michael Rider
Title: President