UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
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BELLAVISTA CAPITAL, INC.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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BellaVista Capital, Inc.
15700 Winchester Boulevard
Los Gatos, CA 95030
(408) 354-8424
Notice of Special Meeting of Shareholders
To Our Shareholders:
You are hereby notified that the Board of Directors has called a Special Meeting
of Shareholders of BellaVista Capital, Inc., a Maryland corporation (the
"Company"), to be held on Tuesday, September 22, 2009, at 2:00 PM Pacific
Daylight Time, at the Jewish Community Center (JCC), 14855 Oka Road, Los Gatos,
California.
The Board has called the Special Meeting to hold a vote on the proposals made by
MacKenzie Patterson Fuller, LP ("MPF"), and described in MPF's Proxy Statement
mailed to shareholders on or about June 5, 2009 and the Company's Proxy
Statement mailed to shareholders on or about July 22, 2009. Please note that
this Special Meeting is being called by the Board of BellaVista and not by MPF.
The Board has determined that the continuing uncertainty resulting from the open
ended nature of MPF's hostile takeover proposals has imposed and continues to
impose significant burdens on the Company's ability to move forward with the
operation of its business. In addition, MPF's hostile takeover actions have and
continue to be disruptive and continue to consume valuable management and Board
time and attention. Further, MPF's hostile actions have resulted in the Company
being forced to incur significant unbudgeted expenses that are directly
attributable to these ongoing hostile actions and the uncertainty that these
hostile actions have created. Therefore the Company seeks to bring these
proposals to a vote to establish certainty in the ongoing management and control
of the Company as well as bring an end to the uncalled for and wasteful drain of
valuable time and incremental expenses.
The proposals to be voted upon at the meeting are the following:
1. Proposal No. 1: Expansion of board of directors to nine members by
amending bylaws;
2. Proposal No. 2: Election of the following five directors nominated by MPF
to fill vacancies created by Proposal No. 1
(increasing the size of board of directors to nine members):
C. E. Patterson (Class II Director, term expiring
in 2011)
Glen Fuller (Class III Director, term expiring
in 2010)
Chip Patterson (Class I Director, term expiring
in 2012)
Robert E. Dixon (Class II Director, term expiring
in 2011)
Christine E. Simpson (Class III Director, term
expiring in 2010); and
3. Proposal No. 3: Engagement of MPF for investment management services for a
flat annual fee equal to 2% of the Company's assets.
As noted above, proxy statements describing the matters to be considered at this
Special Meeting have been mailed to shareholders by both MPF and the Company.
The Board of Directors has fixed the close of business on the date of this
notice, September 10, 2009, as the record date for determination of shareholders
entitled to notice of, and to vote at, the Special Meeting and at any
adjournments thereof. Only the matters described in this Notice may be acted
upon at the Special Meeting and no other matters will be considered or voted
upon.
Only shareholders of record as of the record date, September 10, 2009, are
entitled to be noticed and to vote on these proposals. Shareholders of record
may vote either by proxy or by attending the meeting in person.
For all those shareholders who have already returned properly executed proxies
during the past several months, and wish to vote by these proxies, no further
action is necessary on your part. At the Special Meeting, your proxy will be
voted as you have directed in your already submitted proxy by the designated
holder of your proxy.
Should you have any questions, please contact Director Patti Wolf at (480)
563-3351 (Please note: 480 is the correct area code).
By Order of the Board of Directors
Los Gatos, California Patricia Wolf
September 10, 2009 Secretary