UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to Section 14(d)(4)
of the Securities Exchange Act of 1934
BellaVista Capital, Inc.
(Name of Subject Company)
BellaVista Capital, Inc.
(Name(s) of Person(s) Filing Statement)
Common Stock
(Title of Class of Securities)
None
(CUSP Number of Class of Securities)
Michael Rider, President
15700 Winchester Blvd
Los Gatos, California 950301
Tel (650) 328-3060
Copy to:
Paul Derenthal
Derenthal & Dannhauser LLP
1999 Harrison Street, 26th Floor
Oakland, California 94612
Telephone (510) 350-3070
(Name, address (including zip code) and telephone number (including area code)
of person(s) authorized to receive notices and communications
on behalf of the person(s) filing statement)
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
ITEM 1. SUBJECT COMPANY INFORMATION.
The name of the subject company is BellaVista Capital, Inc., a Maryland
corporation (the "Company"). The address of the principal executive office of
the Company is 15700 Winchester Blvd, Los Gatos, CA 95030. The Company's
telephone number at that address is (650) 328-3060.
The title of the class of equity securities to which this statement relates
is the Company's Common Stock, par value $0.01 per share (the "Shares"). The
number of Shares outstanding as of as of July 30, 2008 was 11,805,817.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
This Schedule 14D-9 is being filed by the Company. The name, address and
telephone number of the Company are set forth in Item 1 above.
This Schedule 14D-9 relates to a tender offer (the "MPF Offer") dated
August 1, 2008, by MPF Badger Acquisition Co., LLC; MPF DeWaay Fund 5, LLC;
Sutter Opportunity Fund 3, LLC; MP Value Fund 7, LLC; and Sutter Opportunity
Fund 4, LLC (collectively, "MPF") to purchase up to 400,000 Shares at a purchase
price equal to $1.00 per Share, less the amount of any dividends declared or
made with respect to the Shares between August 1, 2008 and September 8, 2008 or
a later date to which the MPF Offer may be extended, upon the terms and subject
to the conditions set forth in an MPF Offer to Purchase dated August 1, 2008.
As set forth in MPF's Schedule TO filed with the Securities and Exchange
Commission (the "SEC") on August 1, 2008, the principal executive offices of MPF
are located at 1640 School Street, Moraga, California 94556.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Not applicable.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
The Company's Board of Directors (the "Board") has reviewed and carefully
considered the MPF Offer and has concluded that the consideration provided by
the MPF Offer is inadequate to the shareholders of the Company. The MPF Offer is
the eighth in a sequential series of tender offers (seven prior offers have been
made, in June and October, 2005, April and October 2006, June and September
2007, and March 2008, respectively). All have been made at prices which are
significantly below what the Company has estimated to be the net realizable
value of its assets. There is no market for the Shares and there can be no
assurance as to when or whether the Shareholders will realize amounts equal to
the estimated asset values for the Shares. As the Company announced that it did
not intend to make any redemptions until 2009, the MPF tender offers, including
the current MPF Offer, and the Company's tender offers in response to those MPF
offers, have provided the only significant opportunity for liquidity to the
Shareholders during the past three years. While the Board believes that the
price offered by MPF is substantially below the value of the Shares, it has
nevertheless concluded that it will be in the best interest of the Company and
its Shareholders to make a competing offer to acquire up to 750,000 Shares at a
price of $1.75 per Share (the "Company Offer"). Though the Company Offer price
is also substantially below the estimated asset value per Share, the Company
recognizes that some Shareholders may have a pressing need or desire to
liquidate their Shares at this time. The Company believes that it is in the best
interest of the Company and its Shareholders to provide these Shareholders an
opportunity to liquidate at a price in excess of the MPF Offer price.
The Board unanimously recommends that shareholders reject the MPF Offer and
not tender their Shares. Shareholders are urged to carefully consider the
factors set forth herein and the information set forth in the Letter to the
Shareholders, dated as of August 14, 2008, filed as Exhibit (a)(1) to the
initial Schedule 14d-9, and the Supplement to the Offer and Letter to
Shareholders dated September 9, 2008, copies of which are attached hereto as
Exhibits (a)(2) and (a)(3), respectively, and are incorporated herein by
reference. The Board remains neutral with respect to the Company Offer and does
not make any recommendation as to whether you should tender or refrain from
tendering your shares in response to the Company Offer.
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No member of the Board and none of the Company's executive officers,
affiliates or subsidiaries intends to tender or sell any Shares in the MPF Offer
or the Company Offer.
ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Not applicable.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
No applicable.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Not applicable.
ITEM 8. ADDITIONAL INFORMATION.
The information set forth in the Letter to the Shareholders, dated as of
March 20, 2008, a copy of which is attached hereto as Exhibit (a)(1) and
incorporated herein by reference.
ITEM 9. EXHIBITS.
(a)(2) Supplement Letter to Offer dated September 9, 2008
(a)(3) Letter to Shareholders dated September 9, 2008
(e) Not applicable.
(g) 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.
Dated: September 9, 2008 BellaVista Capital, Inc
/s/ MICHAEL RIDER
-------------------------
Name: Michael Rider
Title: President
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