SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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(Title of Class Securities)
None
_________________________
(CUSIP Number of Class of Securities)
Michael Rider, President
15700 Winchester Blvd
Los Gatos, California 950301
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
1999 Harrison Street, 26th Floor
Oakland, California 94612
Telephone (510) 350-3070
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$1,312,500 $51.58
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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 $1.75 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: $51.58 Filing Party: BellaVista Capital, Inc.
_____________________________________________________________________
Form or Registration No.: Schedule TO Date Filed: August 15, 2008
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[ ] 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: [ ]
The Schedule TO filed as of August 22, 2008 by BellaVista Capital, Inc. is
hereby amended as set forth below. Items not amended remain unchanged, and
capitalized terms are used as defined in the original Schedule.
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 $1.75 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 August 14, 2008 (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."
The Offer is hereby amended by the filing of Exhibits (a)(2) and (a)(3) to this
Schedule TO, a Supplement to the Offer dated September 9, 2008, and a Letter to
Shareholders dated September 9, 2008. Such Supplement and Letter are hereby made
part of and incorporated into the Offer.
The Offer is further amended to extend the Expiration Date to September 29,
2008. As of the date hereof, a total of 139,494 Shares have been tendered to
the Company and not withdrawn.
Item 12. Exhibits.
(a)(2) Supplement to Offer dated September 9, 2008
(a)(3) Letter to Shareholders dated September 9, 2008
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: September 9, 2008
By: /s/ Michael Rider
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Name: Michael Rider
Title: President