SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
-------------------
BELLAVISTA CAPITAL, INC.
(Name of Subject Company)
SUTTER OPPORTUNITY FUND 3, LLC; SUTTER OPPORTUNITY FUND 3 (TE), LLC; SCM
SPECIAL FUND, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MPF SPECIAL FUND
8, LLC; MPF DEWAAY PREMIER FUND, LLC; MPF-NY 2005, LLC; MACKENZIE PATTERSON
FULLER, INC.; AND C.E. PATTERSON
(Bidders)
SHARES OF SHARE
(Title of Class of Securities)
None or unknown
(CUSIP Number of Class of Securities)
-----------------------
Copy to:
Christine Simpson Chip Patterson, Esq.
MacKenzie Patterson Fuller, Inc. MacKenzie Patterson Fuller, Inc.
1640 School Street 1640 School Street
Moraga, California 94556 Moraga, California 94556
(925) 631-9100 ext.224 (925) 631-9100 ext. 206
(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Calculation of Filing Fee
Transaction Amount of
Valuation* Filing Fee
---------- ----------
$3,150,000.00 $370.76
* For purposes of calculating the filing fee only. Assumes the purchase of
1,400,000 Shares at a purchase price equal to $2.25 per Share in cash.
[] Check 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:
Form or Registration Number:
Filing Party:
Date Filed:
[ ] 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:
[X] third party tender offer subject to Rule 14d-1. [ ] 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: [ ]
TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by
Sutter Opportunity Fund 3, LLC; Sutter Opportunity Fund 3 (TE), LLC; SCM Special
Fund, LLC; MacKenzie Patterson Special Fund 7, LLC; MPF Special Fund 8, LLC; MPF
DeWaay Premier Fund, LLC; MPF-NY 2005, LLC (collectively the "Purchasers") to
purchase up to 1,400,000 shares of common stock (the "Shares") in BellaVista
Capital, Inc., a Maryland corporation (the "Company"), the subject company, at a
purchase price equal to $2.25 per Share, less the amount of any dividends
declared or made with respect to the Shares between June 22, 2005 (the "Offer
Date") and July 22, 2005 or such other date to which this Offer may be extended
(the "Expiration Date"), upon the terms and subject to the conditions set forth
in the Offer to Purchase dated June 22, 2005 (the "Offer to Purchase") and the
related Letter of Transmittal, copies of which are attached hereto as Exhibits
(a)(1) and (a)(2), respectively. As noted above, the Offer price would be
subject to reduction for dividends made or declared prior to the Expiration
Date. Any dividends made or declared after the Expiration Date, by the terms of
the Offer and as set forth in the Letter of Transmittal, would be assigned by
tendering Shareholders to the Purchasers. Mackenzie Patterson Fuller, Inc. and
C.E. Patterson are named as bidders herein because each is deemed to control the
Purchasers, but is otherwise not participating in the offer described in this
schedule.
In the event of a price reduction resulting from a Company distribution
declared or made after the Offer Date and before the Expiration Date, as
described above, the Purchasers will file an amendment to this Schedule TO
reflecting such reduction and will, to the extent necessary, extend the
Expiration Date to assure there is a minimum ten business day period following
the amendment before the Offer expires.
Tender of Shares will include the tender of any and all securities into
which the Shares may be converted and any securities distributed with respect to
the Shares from and after the Offer Date.
The Company had 1,225 holders of record owning an aggregate of
14,991,325 Shares as of March 26, 2001 and March 31, 2005, respectively,
according to its Annual Report on Form 10-K for the fiscal year ending December
31, 2000 and the Quarterly report on Form 10-Q for the fiscal quarter ending
March 31, 2005, respectively. The Purchasers and their affiliates currently
beneficially own 0 Shares, or 0.0% of the outstanding Shares. The 1,400,000
Shares subject to the Offer constitute 9.34% of the outstanding Shares.
Consummation of the Offer, if all Shares sought are tendered, would require
payment by the Purchasers of up to $3,150,000.00 in aggregate purchase price,
which the Purchasers intend to fund out of their current working capital.
The address of the Company's principal executive offices is 99 El
Camino Real, Menlo Park, CA 94025, and its phone number is 650-328-3060.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Statement.
Item 12. Exhibits.
--------
(a)(1) Offer to Purchase dated June 22, 2005
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Shareholders dated June 22, 2005
(a)(4) Form of advertisement in Investor's Business Daily
(b)- (h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
--------------------------------------
Not applicable.
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.
Dated: June 22, 2005
Sutter Opportunity Fund 3, LLC; Sutter Opportunity Fund 3 (TE), LLC; SCM Special
Fund, LLC; MacKenzie Patterson Special Fund 7, LLC; MPF Special Fund 8, LLC; MPF
DeWaay Premier Fund, LLC; MPF-NY 2005, LLC
By: /s/ CHIP PATTERSON
----------------------
Chip Patterson, Vice President of Manager or General Partner of each
filing person
MACKENZIE PATTERSON FULLER, INC.
By: /s/ CHIP PATTERSON
----------------------
Chip Patterson, Vice President
C.E. PATTERSON
/s/ C.E. PATTERSON
- ------------------
EXHIBIT INDEX
Exhibit Description
(a)(1) Offer to Purchase dated June 22, 2005
(a)(2) Letter of Transmittal
(a)(3) Form of Letter to Shareholders dated June 22, 2005
(a)(4) Form of advertisement in Investor's Business Daily
EXHIBIT (A)(1)
OFFER TO PURCHASE FOR CASH 1,400,000
SHARES OF COMMON STOCK
OF
BELLAVISTA CAPITAL, INC.
AT
$2.25 PER SHARE
SUTTER OPPORTUNITY FUND 3, LLC; SUTTER OPPORTUNITY FUND 3 (TE), LLC; SCM SPECIAL
FUND, LLC; MACKENZIE PATTERSON SPECIAL FUND 7, LLC; MPF SPECIAL FUND 8, LLC; MPF
DEWAAY PREMIER FUND, LLC; MPF-NY 2005, LLC
(collectively the "Purchasers")
THE OFFER, WITHDRAWAL RIGHTS, AND PRORATION PERIOD WILL EXPIRE AT
12:00 MIDNIGHT, PACIFIC TIME, ON JULY 22, 2005, UNLESS THE OFFER IS
EXTENDED.
The Purchasers hereby seek to acquire 1,400,000 shares of common stock (the
"Shares") in BELLAVISTA CAPITAL, INC. (the "Company"). The Purchasers are not
affiliated with the Company or its management. The Purchasers hereby offer to
purchase 1,400,000 Shares at a purchase price equal to $2.25 PER SHARE, less the
amount of any dividends declared or made with respect to the Shares between June
22, 2005 and July 22, 2005, or such other date to which this offer may be
extended (the "Expiration Date"), in cash, without interest, upon the terms and
subject to the conditions set forth in this offer to purchase (the "Offer to
Purchase") and in the related Letter of Transmittal, as each may be supplemented
or amended from time to time (which together constitute the "Offer"). As noted
above, the Offer price would be subject to reduction for dividends made or
declared prior to the Expiration Date. Any dividends made or declared after the
Expiration Date would, by the terms of the Offer and as set forth in the Letter
of Transmittal, be assigned by tendering Shareholders to the Purchasers.
Tender of Shares will include the tender of any and all securities into which
the Shares may be converted and any securities distributed with respect to the
Shares from and after the Offer Date.
The Company had 1,225 holders of record owning an aggregate of 14,991,325 Shares
as of March 26, 2001 and March 31, 2005, respectively, according to its Annual
Report on Form 10-K for the fiscal year ending December 31, 2000 and the
Quarterly report on Form 10-Q for the fiscal quarter ending March 31, 2005,
respectively. The Purchasers and their affiliates currently beneficially own 0
Shares, or 0.0% of the outstanding Shares. The 1,400,000 Shares subject to the
Offer constitute 9.34% of the outstanding Shares. Consummation of the Offer, if
all Shares sought are tendered, would require payment by the Purchasers of up to
$3,150,000.00 in aggregate purchase price, which the Purchasers intend to fund
out of their current working capital.
Holders of Shares ("Shareholders") are urged to consider the following factors:
o Shareholders who tender their Shares will give up the opportunity to
participate in any future benefits from the ownership of Shares,
including potential future dividends by the Company from property
operations or dispositions, and the purchase price per Share payable to
a tendering Shareholder by the Purchasers may be less than the total
amount which might otherwise be received by the Shareholder with
respect to the Share from the Company.
o The Purchasers are making the Offer for investment purposes and with
the intention of making a profit from the ownership of the Shares. In
establishing the purchase price of $2.25 per Share, the Purchasers are
motivated to establish the lowest price which might be acceptable to
Shareholders consistent with the Purchasers' objectives. There is no
public market for the Shares, and neither the Shareholders nor the
Purchasers have any accurate means for determining the actual present
value of the Shares. Although there can be no certainty as to the
actual present value of the Shares, the Company recently estimated, for
purposes of a tender offer in January 2005, a "Liquidation Value" of
$3.89 per share. We have no other information regarding the value of
your shares and no reason to believe the value of your shares has
changed significantly since that time. It should be noted, however,
that the Purchasers have not made an independent appraisal of the
Shares or the Company's properties and are not qualified to appraise
real estate. Furthermore, there can be no assurance as to the timing or
amount of any future Company dividends, and there cannot be any
assurance that the Purchasers' estimate accurately reflects an
1
approximate value of the Shares or that the actual amounts which may be
realized by holders for the Shares may not vary substantially from this
estimate.
o The Depositary, MacKenzie Patterson Fuller, Inc., is an affiliate of
certain of the Purchasers. No independent party will hold securities
tendered until the offer closes and payment is made. Because there is
no independent intermediary to hold the Purchasers' funds and tendered
securities, the Purchasers may have access to the securities before all
conditions to the Offer have been satisfied and selling Shareholders
have been paid.
o The Purchasers may accept only a portion of the Shares tendered by a
Shareholder if a total of more than 1,400,000 Shares are tendered.
THE OFFER TO PURCHASE IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. IF MORE THAN 1,400,000 SHARES ARE VALIDLY TENDERED AND NOT WITHDRAWN,
THE PURCHASERS WILL ACCEPT FOR PURCHASE 1,400,000 SHARES FROM TENDERING
SHAREHOLDERS ON A PRO RATA BASIS, SUBJECT TO THE TERMS AND CONDITIONS HEREIN. A
SHAREHOLDER MAY TENDER ANY OR ALL SHARES OWNED BY SUCH SHAREHOLDER.
The Purchasers expressly reserve the right, in their sole discretion, at any
time and from time to time, (i) to extend the period of time during which the
Offer is open and thereby delay acceptance for payment of, and the payment for,
any Shares, (ii) upon the occurrence of any of the conditions specified in
Section 13 of this Offer to Purchase, to terminate the Offer and not accept for
payment any Shares, and (iii) to amend the Offer in any respect. Notice of any
such extension, termination, or amendment will promptly be disseminated to
Shareholders in a manner reasonably designed to inform Shareholders of such
change in compliance with Rule 14d-4(c) under the Securities Exchange Act of
1934 (the "Exchange Act"). In the case of an extension of the Offer, such
extension will be followed by a press release or public announcement which will
be issued no later than 9:00 a.m., Eastern Time, on the next business day after
the scheduled Expiration Date, in accordance with Rule 14e-1(d) under the
Exchange Act.
June 22, 2005
2
IMPORTANT
Any Shareholder desiring to tender any or all of such Shareholder's Shares
should complete and sign the Letter of Transmittal (a copy of which is enclosed
with this Offer to Purchase, printed on purple paper) in accordance with the
instructions in the Letter of Transmittal and mail, deliver or telecopy the
Letter of Transmittal and any other required documents to MacKenzie Patterson
Fuller, Inc. (the "Depositary"), an affiliate of certain of the Purchasers, at
the address or facsimile number set forth below.
MACKENZIE PATTERSON FULLER, INC.
1640 SCHOOL STREET
MORAGA, CALIFORNIA 94556
TELEPHONE: 800-854-8357
FACSIMILE: 925-631-9119
E-MAIL ADDRESS: OFFERS@MPFI.COM
Questions or requests for assistance or additional copies of this Offer to
Purchase or the Letter of Transmittal may be directed to the Purchasers at
1-800-854-8357.
- ---------------------------
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION OR ANY REPRESENTATION
ON BEHALF OF THE PURCHASERS OR TO PROVIDE ANY INFORMATION OTHER THAN AS
CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. NO SUCH RECOMMENDATION,
INFORMATION OR REPRESENTATION MAY BE RELIED UPON AS HAVING BEEN AUTHORIZED.
- ---------------------------
The Company is subject to the information and reporting requirements of the
Exchange Act and in accordance therewith is required to file reports and other
information with the Securities and Exchange Commission ("Commission") relating
to its business, financial condition and other matters. Such reports and other
information are available on the Commission's electronic data gathering and
retrieval (EDGAR) system, at its internet web site at www.sec.gov, may be
inspected at the public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies of such material can also be obtained from the Public Reference Room of
the Commission in Washington, D.C. at prescribed rates.
The Purchasers have filed with the Commission a Tender Offer Statement on
Schedule TO (including exhibits) pursuant to Rule 14d-3 of the General Rules and
Regulations under the Exchange Act, furnishing certain additional information
with respect to the Offer. Such statement and any amendments thereto, including
exhibits, may be inspected and copies may be obtained from the offices of the
Commission in the manner specified above.
3
TABLE OF CONTENTS
PAGE
SUMMARY TERM SHEET............................................................5
INTRODUCTION..................................................................8
TENDER OFFER.................................................................11
Section 1. Terms of the Offer...............................................11
Section 2. Acceptance for Payment and Payment for Shares; Proration..........11
Section 3. Procedures for Tendering Shares...................................12
Section 4. Withdrawal Rights.................................................13
Section 5. Extension of Tender Period; Termination; Amendment................13
Section 6. Material Federal Income Tax Consequences..........................14
Section 7. Effects of the Offer..............................................15
Section 8. Future Plans.....................................................15
Section 9. The Business of the Company.......................................16
Section 10. Conflicts of Interest............................................16
Section 11. Certain Information Concerning the Purchasers....................16
Section 12. Source of Funds..................................................17
Section 13. Conditions of the Offer..........................................17
Section 14. Certain Legal Matters............................................18
Section 15. Fees and Expenses................................................18
Section 16. Miscellaneous....................................................19
SCHEDULE I...................................................................20
4
SUMMARY TERM SHEET
The Purchasers are offering to purchase up to 1,400,000 Shares for $2.25 per
Share in cash. The following are some of the questions that you, as a
Shareholder of the Company, may have and answers to those questions. The
information in this summary is not complete, and we urge you to carefully read
the remainder of this Offer to Purchase and the accompanying Letter of
Transmittal.
WHO IS OFFERING TO BUY MY SECURITIES?
The offer to purchase your Shares is being made jointly by Sutter Opportunity
Fund 3, LLC; Sutter Opportunity Fund 3 (TE), LLC; SCM Special Fund, LLC;
MacKenzie Patterson Special Fund 7, LLC; MPF Special Fund 8, LLC; MPF DeWaay
Premier Fund, LLC; MPF-NY 2005, LLC. Each of the entity Purchasers is a real
estate investment fund managed or advised by MacKenzie Patterson Fuller, Inc., a
private, independent real estate investment firm. None of these entities is
affiliated with the Company or its management.
WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER?
We are seeking to purchase 1,400,000 shares of common stock, which are the
"Shares" issued to investors in the Company.
HOW MUCH ARE YOU OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT?
We are offering to pay $2.25 per Share, net to you in cash, less the amount of
any dividends declared or made with respect to the Shares between June 22, 2005
and the date the Offer expires. The Offer price would be reduced by the amount
of dividends made or declared prior to the Expiration Date. Any dividends made
or declared after the Expiration Date would, by the terms of the Offer and as
set forth in the Letter of Transmittal, be assigned by tendering Shareholders to
the Purchasers. If you tender your Shares to us in the Offer, you will not have
to pay brokerage fees or similar expenses.
DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT?
If the total amount of Shares sought is purchased, the Purchasers' capital
commitment will be approximately $3,150,000.00. The Purchasers have an aggregate
of approximately $12 million in total assets, and more than $6.8 million in
total net assets at their disposal to fund payment to selling Shareholders. The
Purchasers currently have sufficient funded capital to fund all of their
commitments under this Offer and all other tender offers they may be presently
making.
IS THE FINANCIAL CONDITION OF THE BIDDERS RELEVANT TO MY DECISION ON WHETHER TO
TENDER IN THE OFFER?
Because this is a cash offer that is not conditioned on financing being
available, and the Purchasers have more than adequate resources and no intention
to take control of the Company, other information concerning the Purchasers'
financial condition would seem to have little relevance to your decision.
HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER?
You will have at least until 12:00 midnight, Pacific Time, on July 22, 2005, to
decide whether to tender your Shares in the Offer.
5
WILL ALL OF THE SHARES I TENDER BE ACCEPTED BY THE PURCHASERS?
The Purchasers desire to purchase up to 1,400,000 Shares. If the number of
Shares validly tendered and not properly withdrawn on or prior to the Expiration
Date is less than or equal to 1,400,000, we will purchase all Shares so tendered
and not withdrawn, upon the terms and subject to the conditions of the Offer.
However, if more than 1,400,000 Shares are so tendered and not withdrawn, we
will accept for payment and pay for 1,400,000 Shares so tendered, pro rata
according to the number of Shares so tendered, adjusted by rounding down to the
nearest whole number of Shares tendered by each Shareholder to avoid purchases
of fractional Shares, as appropriate. See "Tender Offer -- Section 2. Acceptance
for Payment and Payment for Shares; Proration."
CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES?
The Offer can be extended in our discretion.
HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?
If we extend the offer, we will make a public announcement of the extension, not
later than 9:00 a.m., Eastern Time, on the day after the day on which the Offer
was scheduled to expire.
WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?
There are no conditions to the offer based on a minimum number of Shares
tendered, the availability of financing, or the success of the offer. However,
we may not be obligated to purchase any Shares if certain conditions occur, such
as legal or government actions which would prohibit the purchase. Furthermore,
we are not obligated to purchase any Shares which are validly tendered if, among
other things, there is a material adverse change in the Company or its business.
Please see the discussion in Section 13, Conditions of the Offer, for a
description of all conditions.
WHEN WILL YOU PAY ME FOR THE SHARES I TENDER?
Upon the Expiration of the Offer and our acceptance of the Shares you tender, we
will pay you upon the earlier of receipt of your certificates or confirmation
from the Company that you own the Shares.
HOW DO I TENDER MY SHARES?
To tender your Shares, you must deliver a completed Letter of Transmittal
(printed on purple paper), to the Depositary at: MacKenzie Patterson Fuller,
Inc., 1640 School Street, Moraga, California 94556 (Telephone: 800-854-8357;
Facsimile Transmission: 925-631-9119), no later than the time the Offer expires.
UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES?
You can withdraw previously tendered Shares at any time until the Offer has
expired and, if we have not agreed to accept your Shares for payment by August
21, 2005, you can withdraw them at any time after such time until we do accept
your Shares for payment.
HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?
To withdraw Shares, you must deliver a written notice of withdrawal, or a
facsimile of one, with the required information to the Depositary while you
still have the right to withdraw the Shares.
WHAT DOES THE COMPANY'S GENERAL PARTNER THINK OF THE OFFER?
The Purchasers have not sought the approval or disapproval of the Company. The
Company may be expected to respond with the Company's position on the offer in
the next two weeks.
WILL THE COMPANY CONTINUE AS A PUBLIC COMPANY?
The Company reported 1,225 holders of its outstanding Shares as of March 26,
2001, the most recent annual report to contain this information. If the total
number of Shareholders is below 300, the Company can elect to discontinue
6
its status as a public reporting company. Accordingly, it is possible that the
Offer could result in the total number of Shareholders falling below the 300
holder level. However, there has never been a public trading market for the
Shares and none is expected to develop, so the Company's status as a public
company will not affect a trading market in the Shares. A change in the
Company's status as a public company could reduce the information available to
Shareholders about the Company in the event the information provided to
Shareholders by the Company is not as extensive as that provided in reports
required to be filed by public companies under applicable rules of the
Securities and Exchange Commission. Further, such potential deregistration would
result in the loss of the other protections afforded by registration.
IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?
The Purchasers do not anticipate that Shares held by non-tendering Shareholders
will be affected by the completion of the offer.
WHAT ARE THE PURCHASERS' FUTURE INTENTIONS CONCERNING THE COMPANY?
The Purchasers have no present intention to seek control of the Company or to
change the management or operations of the Company. The Purchasers do not have
any present intention to take action in connection with the liquidation of the
Company or with any extraordinary transaction concerning the Company or its
assets. Although the Purchasers do not have any present intention to take any
action with respect to management or control of the Company, the Purchasers
reserve the right, at an appropriate time, to exercise their rights as
Shareholders to vote on matters subject to a Shareholder vote, including any
vote affecting the sale of the Company's assets and the liquidation and
dissolution of the Company.
WHAT IS THE MARKET VALUE OF MY SHARES?
The Shares do not have a readily ascertainable market value, and neither the
Shareholders nor the Purchasers have any accurate means for determining the
actual present value of the Shares. According to the Company, "There currently
is no public market for our shares of stock." (Annual Report on Form 10-K for
the fiscal year ended December 31, 2004). According to the Company's public
filings, on January 28, 2005 the Company offered to purchase up to 3,314,917
shares of common stock at a price of $3.62 per share. The Offer terminated on
March 1, 2005, and a total of 6,714,420 Shares were tendered and not withdrawn
as of such date. In accordance with the terms of the offer the Company purchased
a total of 3,314,929 Shares at $3.62 per Share for a total payment of
$12,000,042.98. As the number of Shares tendered exceeded the maximum number of
Shares the Company offered to purchase, each tendering shareholder received
payment for a prorated number of Shares purchased. The Purchasers do not know
whether the foregoing information is accurate or complete, and they are unaware
of any other sales or tender offers. Although there can be no certainty as to
the actual present value of the Shares, the Company recently estimated, for
purposes of a tender offer in January 2005, a "Liquidation Value" of $3.89 per
share. We have no other information regarding the value of your shares and no
reason to believe the value of your shares has changed significantly since that
time. It should be noted, that the Purchasers have not made an independent
appraisal of the Shares or the Company's properties, and are not qualified to
appraise real estate. Accordingly, there can be no assurance that this estimate
accurately reflects an approximate value of the Shares or that the actual
amounts which may be realized by Shareholders for the may not vary substantially
from this estimate.
TO WHOM CAN I TALK IF I HAVE QUESTIONS ABOUT THE TENDER OFFER?
You can call MacKenzie Patterson Fuller, Inc., toll-free, at 800-854-8357.
7
TO THE SHAREHOLDERS OF BELLAVISTA CAPITAL, INC.:
INTRODUCTION
The Purchasers hereby offer to purchase up to 1,400,000 Shares at a
purchase price of $2.25 per Share ("Offer Price"), less the amount of any
dividends declared or paid with respect to the Shares between June 22, 2005, and
the Expiration Date, in cash, without interest, upon the terms and subject to
the conditions set forth in the Offer. The Purchasers are unaware of any
dividends declared or paid since June 22, 2005. Shareholders who tender their
Shares will not be obligated to pay any Company transfer fees, or any other
fees, expenses or commissions in connection with the tender of Shares. The
Purchasers will pay all such costs and all charges and expenses of the
Depositary, an affiliate of certain of the Purchasers, as depositary in
connection with the Offer.
For further information concerning the Purchasers, see Section 11 below
and Schedule I. None of the Purchasers or the Depositary is affiliated with the
Company or the Company's management. The address of the Company's principal
executive offices is 99 El Camino Real, Menlo Park, CA 94025, and its phone
number is 650-328-3060.
Shareholders are urged to consider the following factors:
o The Offer will provide Shareholders with an opportunity to liquidate
their investment without the usual transaction costs associated with
market sales. Shareholders may have a more immediate need to use the
cash now tied up in an investment in the Shares and may wish to sell
them to the Purchasers.
o Shareholders who tender their Shares will give up the opportunity to
participate in any future benefits from the ownership of Shares,
including potential future dividends by the Company from property
dispositions or operations from future development, if any, and the
purchase price per Share payable to a tendering Shareholder by the
Purchasers may be less than the total amount which might otherwise be
received by the Shareholder with respect to the Share from the Company.
o The Purchasers are making the Offer for investment purposes and with
the intention of making a profit from the ownership of the Shares. In
establishing the purchase price of $2.25 per Share, the Purchasers are
motivated to establish the lowest price which might be acceptable to
Shareholders consistent with the Purchasers' objectives. There is no
public market for the Shares, and neither the Shareholders nor the
Purchasers have any accurate means for determining the actual present
value of the Shares. Although there can be no certainty as to the
actual present value of the Shares, the Company recently estimated, for
purposes of a tender offer in January 2005, a "Liquidation Value" of
$3.89 per share. We have no other information regarding the value of
your shares and no reason to believe the value of your shares has
changed significantly since that time. It should be noted, however,
that the Purchasers have not made an independent appraisal of the
Shares or the Company's properties, and are not qualified to appraise
real estate. There can be no assurance as to the timing or amount of
any future Company dividends, and there can be no assurance that the
Purchasers' estimate accurately reflects an approximate value of the
Shares or that the actual amounts which may be realized by holders for
the Shares may not vary substantially from this estimate.
o The Depositary, MacKenzie Patterson Fuller, Inc., is an affiliate of
certain of the Purchasers. No independent party will hold securities
tendered until the offer closes and payment is made. Because there is
no independent intermediary to hold the Purchasers' funds and tendered
securities, the Purchasers may have access to the securities before all
conditions to the Offer have been satisfied and selling Shareholders
have been paid.
o The Purchasers may accept only a portion of the Shares tendered by a
Shareholder in the event a total of more than 1,400,000 Shares are
tendered.
Establishment of the Offer Price
- --------------------------------
The Purchasers have set the Offer Price at $2.25 per Share, less the
amount of any dividends declared or made with respect to the Shares between June
22, 2005 and the Expiration Date. In determining the Offer Price, the
8
Purchasers analyzed a number of quantitative and qualitative factors, including:
(i) the lack of a secondary market for resales of the Shares and the resulting
lack of liquidity of an investment in the Company; (ii) the estimated value of
the Company's real estate assets; and (iii) the costs to the Purchasers
associated with acquiring the Shares.
The Company made the following statements in its Annual Report on Form
10-K for the year ending December 31, 2004: "There is no public market for our
stock." The lack of any public market for the sale of Shares means that
Shareholders have limited alternatives if they seek to sell their Shares. As a
result of such limited alternatives for Shareholders, the Purchasers may not
need to offer as high a price for the Shares as they would otherwise. On the
other hand, the Purchasers take a greater risk in establishing a purchase price
as there is no prevailing market price to be used for reference and the
Purchasers themselves will have limited liquidity for the Shares upon
consummation of the purchase. According to the Company's public filings, on
January 28, 2005 the Company offered to purchase up to 3,314,917 shares of
common stock at a price of $3.62 per share. The Offer terminated on March 1,
2005, and a total of 6,714,420 Shares were tendered and not withdrawn as of such
date. In accordance with the terms of the offer the Company purchased a total of
3,314,929 Shares at $3.62 per Share for a total payment of $12,000,042.98. As
the number of Shares tendered exceeded the maximum number of Shares the Company
offered to purchase, each tendering shareholder received payment for a prorated
number of Shares purchased. The Purchasers do not know whether the foregoing
information is accurate or complete, and they are unaware of any other sales or
tender offers.
The Purchasers are offering to purchase Shares which are an illiquid
investment and are not offering to purchase the Company's underlying assets. The
Purchasers' valuation is based upon the Liquidation Analysis performed by the
Company for the purposes of the January 2005 tender offer.
The Offer Price represents the price at which the Purchasers are
willing to purchase Shares. The Purchasers arrived at the $2.25 Offer Price by
applying a liquidity discount to Liquidation Value calculated by the Company.
The Purchasers apply such a discount with the intention of making a profit by
holding on to the Shares until the Company is liquidated, hopefully at close to
the full Liquidation Value. No independent person has been retained to evaluate
or render any opinion with respect to the fairness of the Offer Price and no
representation is made by the Purchasers or any affiliate of the Purchasers as
to such fairness. Other measures of the value of the Shares may be relevant to
Shareholders. Shareholders are urged to consider carefully all of the
information contained herein and consult with their own advisers, tax, financial
or otherwise, in evaluating the terms of the Offer before deciding whether to
tender Shares.
The Offer is not made with any current view toward or plan or purpose
of acquiring Shares in a series of successive and periodic offers. Nevertheless,
the Purchasers reserve the right to gauge the response to this solicitation,
and, if not successful in purchasing 1,400,000 Shares pursuant to this Offer,
may consider future offers. Factors affecting the Purchasers' future interest in
acquiring additional Shares include, but are not limited to, the relative
success of the current Offer, any increase or decrease in the availability of
capital for investment by the Purchasers and their investment fund affiliates,
the current diversification and performance of each affiliated fund's portfolio
of real estate interests, the development of any public market in the Shares or
actions by unrelated parties to tender for or purchase Shares, the status of and
changes and trends in the Company's operations, announcement of pending property
sales and the proposed terms of sales, and local and national real estate and
financial market developments and trends.
General Background Information
- ------------------------------
Certain information contained in this Offer to Purchase which relates
to, or represents, statements made by the Company or the management, has been
derived from information provided in reports filed by the Company with the
Securities and Exchange Commission.
Tendering Shareholders will not be obligated to pay transfer fees,
brokerage fees, or commissions on the sale of the Shares to the Purchasers
pursuant to the Offer. The Purchasers will pay all charges and expenses incurred
in connection with the Offer. The Purchasers desire to purchase up to 1,400,000
Shares. If the number of Shares validly tendered and not properly withdrawn on
or prior to the Expiration Date is less than or equal to 1,400,000, we will
purchase all Shares so tendered and not withdrawn, upon the terms and subject to
the conditions of the Offer. However, if more than 1,400,000 Shares are so
tendered and not withdrawn, we will accept for payment and pay for 1,400,000
Shares so tendered, pro rata according to the number of Shares so tendered,
adjusted by rounding down to the nearest whole number of Shares tendered by each
Shareholder to avoid purchases of fractional Shares, as
9
appropriate. (See "Tender Offer -- Section 2. Acceptance for Payment and Payment
for Shares; Proration.")
IF, PRIOR TO THE EXPIRATION DATE, THE PURCHASERS INCREASE THE
CONSIDERATION OFFERED TO SHAREHOLDERS PURSUANT TO THE OFFER, SUCH INCREASED
CONSIDERATION WILL BE PAID WITH RESPECT TO ALL SHARES THAT ARE PURCHASED
PURSUANT TO THE OFFER, WHETHER OR NOT SUCH SHARES WERE TENDERED PRIOR TO SUCH
INCREASE IN CONSIDERATION.
SHAREHOLDERS ARE URGED TO READ THIS OFFER TO PURCHASE AND THE
ACCOMPANYING LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO TENDER
THEIR SHARES.
10
TENDER OFFER
SECTION 1. TERMS OF THE OFFER. Upon the terms and subject to the conditions of
the Offer, the Purchasers will accept for payment and pay for Shares validly
tendered on or prior to the Expiration Date and not withdrawn in accordance with
Section 4 of this Offer to Purchase. The term "Expiration Date" shall mean 12:00
midnight, Pacific Time, on July 22, 2005, unless and until the Purchasers shall
have extended the period of time for which the Offer is open, in which event the
term "Expiration Date" shall mean the latest time and date on which the Offer,
as so extended by the Purchasers, shall expire.
The Offer is conditioned on satisfaction of certain conditions. See
Section 13, which sets forth in full the conditions of the Offer. The Purchasers
reserve the right (but shall not be obligated), in their sole discretion and for
any reason, to waive any or all of such conditions. If, by the Expiration Date,
any or all of such conditions have not been satisfied or waived, the Purchasers
reserve the right (but shall not be obligated) to (i) decline to purchase any of
the Shares tendered, terminate the Offer and return all tendered Shares to
tendering Shareholders, (ii) waive all the unsatisfied conditions and, subject
to complying with applicable rules and regulations of the Commission, purchase
all Shares validly tendered, (iii) extend the Offer and, subject to the right of
Shareholders to withdraw Shares until the Expiration Date, retain the Shares
that have been tendered during the period or periods for which the Offer is
extended or (iv) to amend the Offer. Notwithstanding the foregoing, upon the
expiration of the Offer, if all conditions are either satisfied or waived, the
Purchasers will promptly pay for all validly tendered Shares upon the earlier of
receipt of your certificates or confirmation from the Company that you own the
Shares, and the Purchasers do not intend to imply that the foregoing rights of
the Purchasers would permit the Purchasers to delay payment for validly tendered
Shares following expiration.
THE PURCHASERS DO NOT ANTICIPATE AND HAVE NO REASON TO BELIEVE THAT ANY
CONDITION OR EVENT WILL OCCUR THAT WOULD PREVENT THE PURCHASERS FROM PURCHASING
TENDERED SHARES AS OFFERED HEREIN.
SECTION 2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES; PRORATION. Upon the
terms and subject to the conditions of the Offer (including, if the Offer is
extended or amended, the terms and conditions of any extension or amendment),
the Purchasers will accept for payment, and will pay for, Shares validly
tendered and not withdrawn in accordance with Section 4, promptly following the
Expiration Date and upon the earlier of receipt of your certificates or
confirmation from the Company that you own the Shares. In all cases, payment for
Shares purchased pursuant to the Offer will be made only after timely receipt by
the Depositary of a properly completed and duly executed Letter of Transmittal
(or facsimile thereof) and any other documents required by the Letter of
Transmittal.
The Purchasers desire to purchase up to 1,400,000 Shares. If the number
of Shares validly tendered and not properly withdrawn on or prior to the
Expiration Date is less than or equal to 1,400,000, we will purchase all Shares
so tendered and not withdrawn, upon the terms and subject to the conditions of
the Offer. However, if more than 1,400,000 Shares are so tendered and not
withdrawn, we will accept for payment and pay for 1,400,000 Shares so tendered,
pro rata according to the number of Shares so tendered, adjusted by rounding
down to the nearest whole number of Shares tendered by each Shareholder to avoid
purchases of fractional Shares, as appropriate.
In the event that proration is required, because of the difficulty of
immediately determining the precise number of Shares to be accepted, the
Purchasers will announce the final results of proration as soon as practicable,
but in no event later than five business days following the Expiration Date. The
Purchasers will not pay for any Shares tendered until after the final proration
factor has been determined.
For purposes of the Offer, the Purchasers shall be deemed to have
accepted for payment (and thereby purchased) tendered Shares when, as and if the
Purchasers give oral or written notice to the Depositary of the Purchasers'
acceptance for payment of such Shares pursuant to the Offer. Upon the terms and
subject to the conditions of the Offer, payment for Shares purchased pursuant to
the Offer will in all cases be made by deposit of the Offer Price with the
Depositary, which will act as agent for the tendering Shareholders for the
purpose of receiving payment from the Purchasers and transmitting payment to
tendering Shareholders.
UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE OFFER PRICE BY
REASON OF ANY DELAY IN MAKING SUCH PAYMENT.
If any tendered Shares are not purchased for any reason (other than due
to proration as described above), the Letter of Transmittal with respect to such
Shares not purchased will be of no force or effect. If, for any reason
11
whatsoever, acceptance for payment of, or payment for, any Shares tendered
pursuant to the Offer is delayed or the Purchasers are unable to accept for
payment, purchase or pay for Shares tendered pursuant to the Offer, then,
without prejudice to the Purchasers' rights under Section 13, the Depositary
may, nevertheless, on behalf of the Purchasers, retain tendered Shares and such
Shares may not be withdrawn (but subject to compliance with Rule 14e-1(c) under
the Exchange Act, which requires that the Purchasers pay the consideration
offered or return the Shares deposited by or on behalf of the Shareholder
promptly after the termination or withdrawal of a tender offer), except to the
extent that the tendering Shareholders are entitled to withdrawal rights as
described in Section 4.
If, prior to the Expiration Date, the Purchasers shall increase the
consideration offered to Shareholders pursuant to the Offer, such increased
consideration shall be paid for all Shares accepted for payment pursuant to the
Offer, whether or not such Shares were tendered prior to such increase.
SECTION 3. PROCEDURES FOR TENDERING SHARES.
VALID TENDER. For Shares to be validly tendered pursuant to the Offer, a
properly completed and duly executed Letter of Transmittal (a copy of which is
enclosed with this Offer to Purchase, printed on purple paper) with any other
documents required by the Letter of Transmittal must be received by the
Depositary at its address set forth on the back cover of this Offer to Purchase
on or prior to the Expiration Date. A Shareholder may tender any or all Shares
owned by such Shareholder.
IN ORDER FOR A TENDERING SHAREHOLDER TO PARTICIPATE IN THE OFFER, SHARES MUST BE
VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE, WHICH IS 12:00
MIDNIGHT, PACIFIC TIME, ON JULY 22, 2005, OR SUCH DATE TO WHICH THE OFFER MAY BE
EXTENDED.
THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER AND DELIVERY
WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY.
BACKUP FEDERAL INCOME TAX WITHHOLDING. To prevent the possible application of
31% backup federal income tax withholding with respect to payment of the Offer
Price for Shares purchased pursuant to the Offer, a tendering Shareholder must
provide the Depositary with such Shareholder's correct taxpayer identification
number and make certain certifications that such Shareholder is not subject to
backup federal income tax withholding. Each tendering Shareholder must insert in
the Letter of Transmittal the Shareholder's taxpayer identification number or
social security number in the space provided on the front of the Letter of
Transmittal. The Letter of Transmittal also includes a substitute Form W-9,
which contains the certifications referred to above. (See the Instructions to
the Letter of Transmittal.)
OTHER REQUIREMENTS. By executing a Letter of Transmittal as set forth above, a
tendering Shareholder irrevocably appoints the designees of the Purchasers as
such Shareholder's proxies, in the manner set forth in the Letter of
Transmittal, each with full power of substitution, to the full extent of such
Shareholder's rights with respect to the Shares tendered by such Shareholder and
accepted for payment by the Purchasers. Such appointment will be effective when,
and only to the extent that, the Purchasers accept such Shares for payment. Upon
such acceptance for payment, all prior proxies given by such Shareholder with
respect to such Shares will, without further action, be revoked, and no
subsequent proxies may be given (and if given will not be effective). The
designees of the Purchasers will, with respect to such Shares, be empowered to
exercise all voting and other rights of such Shareholder as they in their sole
discretion may deem proper at any meeting of Shareholders, by written consent or
otherwise. In addition, by executing a Letter of Transmittal, a Shareholder also
assigns to the Purchasers all of the Shareholder's rights to receive dividends
from the Company with respect to Shares which are accepted for payment and
purchased pursuant to the Offer, other than those dividends declared or paid
during the period commencing on the Offer Date and terminating on the Expiration
Date.
DETERMINATION OF VALIDITY; REJECTION OF SHARES; WAIVER OF DEFECTS; NO OBLIGATION
TO GIVE NOTICE OF DEFECTS. All questions as to the validity, form, eligibility
(including time of receipt), and acceptance for payment of any tender of Shares
pursuant to the procedures described above will be determined by the Purchasers,
in their sole discretion, which determination shall be final and binding. The
Purchasers reserve the absolute right to reject any or all tenders if not in
proper form or if the acceptance of, or payment for, the absolute right to
reject any or all tenders if not in proper form or if the acceptance of, or
payment for, the Shares tendered may, in the opinion of the Purchasers' counsel,
be unlawful. The Purchasers also reserve the right to waive any defect or
irregularity in any
12
tender with respect to any particular Shares of any particular Shareholder, and
the Purchasers' interpretation of the terms and conditions of the Offer
(including the Letter of Transmittal and the Instructions thereto) will be final
and binding. Neither the Purchasers, the Depositary, nor any other person will
be under any duty to give notification of any defects or irregularities in the
tender of any Shares or will incur any liability for failure to give any such
notification.
A tender of Shares pursuant to any of the procedures described above will
constitute a binding agreement between the tendering Shareholder and the
Purchasers upon the terms and subject to the conditions of the Offer, including
the tendering Shareholder's representation and warranty that (i) such
Shareholder owns the Shares being tendered within the meaning of Rule 14e-4
under the Exchange Act and (ii) the tender of such Share complies with Rule
14e-4. Rule 14e-4 requires, in general, that a tendering security holder
actually be able to deliver the security subject to the tender offer, and is of
concern particularly to any Shareholders who have granted options to sell or
purchase the Shares, hold option rights to acquire such securities, maintain
"short" positions in the Shares (i.e., have borrowed the Shares) or have loaned
the Shares to a short seller. Because of the nature of shares, the Purchasers
believe it is unlikely that any option trading or short selling activity exists
with respect to the Shares. In any event, a Shareholder will be deemed to tender
Shares in compliance with Rule 14e-4 and the Offer if the holder is the record
owner of the Shares and the holder (i) delivers the Shares pursuant to the terms
of the Offer, (ii) causes such delivery to be made, (iii) guarantees such
delivery, (iv) causes a guaranty of such delivery, or (v) uses any other method
permitted in the Offer (such as facsimile delivery of the Transmittal Letter).
SECTION 4. WITHDRAWAL RIGHTS. Except as otherwise provided in this Section 4,
all tenders of Shares pursuant to the Offer are irrevocable, provided that
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment as provided in this
Offer to Purchase, may also be withdrawn at any time on or after August 21,
2005.
For withdrawal to be effective a written or facsimile transmission
notice of withdrawal must be timely received by the Depositary at the address or
the facsimile number set forth in the attached Letter of Transmittal. Any such
notice of withdrawal must specify the name of the person who tendered the Shares
to be withdrawn and must be signed by the person(s) who signed the Letter of
Transmittal in the same manner as the Letter of Transmittal was signed.
If purchase of, or payment for, Shares is delayed for any reason or if
the Purchasers are unable to purchase or pay for Shares for any reason, then,
without prejudice to the Purchasers' rights under the Offer, tendered Shares may
be retained by the Depositary on behalf of the Purchasers and may not be
withdrawn except to the extent that tendering Shareholders are entitled to
withdrawal rights as set forth in this Section 4, subject to Rule 14e-1(c) under
the Exchange Act, which provides that no person who makes a tender offer shall
fail to pay the consideration offered or return the securities deposited by or
on behalf of security holders promptly after the termination or withdrawal of
the tender offer.
All questions as to the form and validity (including time of receipt)
of notices of withdrawal will be determined by the Purchasers, in their sole
discretion, which determination shall be final and binding. Neither the
Purchasers, nor the Depositary, nor any other person will be under any duty to
give notification of any defects or irregularities in any notice of withdrawal
or will incur any liability for failure to give any such notification.
Any Shares properly withdrawn will be deemed not to be validly tendered
for purposes of the Offer. Withdrawn Shares may be re-tendered, however, by
following the procedures described in Section 3 at any time prior to the
Expiration Date.
SECTION 5. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT. The Purchasers
expressly reserve the right, in their sole discretion, at any time and from time
to time, (i) to extend the period of time during which the Offer is open and
thereby delay acceptance for payment of, and the payment for, any Shares by
giving oral or written notice of such extension to the Depositary, (ii) upon the
occurrence or failure to occur of any of the conditions specified in Section 13,
to delay the acceptance for payment of, or payment for, any Shares, or to
terminate the Offer and not accept for payment any Shares by giving oral or
written notice of such termination to the Depositary, and (iii) to amend the
Offer in any respect (including, without limitation, by increasing or decreasing
the consideration offered or the number of Shares being sought in the Offer or
both or changing the type of consideration) by giving oral or written notice of
such amendment to the Depositary. Any extension, termination, or amendment will
be followed as promptly as practicable by public announcement, the announcement
in the case of an extension to be issued no later
13
than 9:00 a.m., Eastern Time, on the next business day after the previously
scheduled Expiration Date, in accordance with the public announcement
requirement of Rule 14d-4(c) under the Exchange Act. Without limiting the manner
in which the Purchasers may choose to make any public announcement, except as
provided by applicable law (including Rule 14d-4(c) under the Exchange Act), the
Purchasers will have no obligation to publish, advertise, or otherwise
communicate any such public announcement, other than by issuing a press release.
The Purchasers may also be required by applicable law to disseminate to
Shareholders certain information concerning the extensions of the Offer and any
material changes in the terms of the Offer. The Purchasers will not provide a
subsequent offering period following the Expiration Date.
If the Purchasers extend the Offer, or if the Purchasers (whether
before or after its acceptance for payment of Shares) are delayed in their
payment for Shares or are unable to pay for Shares pursuant to the Offer for any
reason, then, without prejudice to the Purchasers' rights under the Offer, the
Depositary may retain tendered Shares on behalf of the Purchasers, and such
Shares may be withdrawn to the extent tendering Shareholders are entitled to
withdrawal rights as described in Section 4 (generally, if notice of withdrawal
is given to the Depository prior to the Expiration Date). However, the ability
of the Purchasers to delay payment for Shares that the Purchasers have accepted
for payment is limited by Rule 14e-1 under the Exchange Act, which requires that
the Purchasers pay the consideration offered or return the securities deposited
by or on behalf of holders of securities promptly after the termination or
withdrawal of the Offer, except that the Purchasers may delay payment until the
earlier of receipt of your certificates or confirmation from the Company that
you own the Shares.
If the Purchasers make a material change in the terms of the Offer or
the information concerning the Offer or waive a material condition of the Offer,
the Purchasers will extend the Offer to the extent required by Rules 14d-4(c),
14d-6(d) and 14e-1 under the Exchange Act. The minimum period during which an
offer must remain open following a material change in the terms of the offer or
information concerning the offer, other than a change in price or a change in
percentage of securities sought, will depend upon the facts and circumstances,
including the relative materiality of the change in the terms or information.
With respect to a change in price or a change in percentage of securities sought
(other than an increase of not more than 2% of the securities sought), however,
a minimum ten business day period is generally required to allow for adequate
dissemination to security holders and for investor response. As used in this
Offer to Purchase, "business day" means any day other than a Saturday, Sunday or
a federal holiday, and consists of the time period from 12:01 a.m. through 12:00
midnight, Pacific Time.
SECTION 6. MATERIAL FEDERAL INCOME TAX CONSEQUENCES. THE FEDERAL INCOME TAX
DISCUSSION SET FORTH BELOW DOES NOT PURPORT TO ADDRESS ALL ASPECTS OF TAXATION
THAT MAY BE RELEVANT TO A PARTICULAR SHAREHOLDER. For example, this discussion
does not address the effect of any applicable foreign, state, local or other tax
laws other than federal income tax laws. Certain Shareholders (including trusts,
foreign persons, tax-exempt organizations or corporations subject to special
rules, such as life insurance companies or S corporations) may be subject to
special rules not discussed below. This discussion is based on the Internal
Revenue Code of 1986, as amended (the "Code"), existing regulations, court
decisions and Internal Revenue Service ("IRS") rulings and other pronouncements.
EACH SHAREHOLDER TENDERING SHARES SHOULD CONSULT SUCH SHAREHOLDER'S OWN TAX
ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO SUCH SHAREHOLDER OF ACCEPTING
THE OFFER, INCLUDING THE APPLICATION OF THE ALTERNATIVE MINIMUM TAX AND FEDERAL,
FOREIGN, STATE, LOCAL AND OTHER TAX LAWS.
GAIN OR LOSS. A taxable Shareholder will recognize a gain or loss on the sale of
such Shareholder's Shares in an amount equal to the difference between (i) the
amount realized by such Shareholder on the sale and (ii) such Shareholder's tax
basis in the Shares sold. If the Shareholder reports a loss on the sale, such
loss generally could not be currently deducted by such Shareholder except
against such Shareholder's capital gains from other investments.
The tax basis in the Shares of a Shareholder will depend upon
individual circumstances. Each Shareholder who plans to tender hereunder should
consult with the Shareholder's own tax advisor as to the Shareholder's tax basis
in the Shareholder's Shares and the resulting tax consequences of a sale.
A tax-exempt Shareholder (other than an organization described in Code
Section 501(c)(7) (social club), 501(c)(9) (voluntary employee benefit
association), 501(c)(17) (supplementary unemployment benefit trust), or
501(c)(20) (qualified group legal services plan)) should not be required to
recognize unrelated trade or business income upon the sale of its Shares
pursuant to the Offer, assuming that such Shareholder does not hold its Shares
as a "dealer" and has not acquired such Shares with debt financed proceeds.
14
SECTION 7. EFFECTS OF THE OFFER.
LIMITATIONS ON RESALES. The Purchasers do not believe the provisions of the
Company's Articles of Incorporation should restrict transfers of Shares pursuant
to the Offer. However, any limitation will not affect the tender of Shares under
this Offer because, subject to the terms of the Offer, we will pay for the
Shares upon the earlier of receipt of your certificates or confirmation from the
Company that you own the Shares, and, under the terms of the Letter of
Transmittal, we will take a power of attorney over your Shares that will permit
us to change the address to which dividends are sent. We will then wait to
transfer the Shares tendered until the Company can effect the transfer of record
title in accordance with the Articles of Incorporation.
EFFECT ON TRADING MARKET. If a substantial number of Shares are purchased
pursuant to the Offer the result would be a reduction in the number of
Shareholders. Reducing the number of security holders in certain kinds of equity
securities might be expected to result in a reduction in the liquidity and
volume of activity in the trading market for the security. However, there is no
established public trading market for the Shares and none is expected to
develop. Therefore, the Purchasers do not believe a reduction in the number of
Shareholders will materially further restrict the Shareholders' ability to find
purchasers for their Shares through secondary market transactions.
VOTING POWER OF PURCHASERS. If the Purchasers acquire a significant number of
the Shares sought hereunder could give the Purchasers a controlling voting
interest in matters subject to a Shareholder vote. A Shareholder who tenders
Shares to the Purchasers grants a proxy to the Purchasers as of the date of
acceptance of the tender, granting the Purchasers the right to vote such Shares
it their sole discretion as to any matters for which the Company has established
a record date prior to the time such. Shares are transferred by the Company to
the Purchasers. The Purchasers reserve the right to exercise any and all rights
they might hold in the event that any vote is called by the Company, or if, in
the future, changes in circumstances would dictate that they or other
Shareholders exercise their right to call a vote.
OTHER POTENTIAL EFFECTS. The Shares are registered under the Exchange Act, which
requires, among other things that the Company furnish certain information to its
Shareholders and to the Commission and comply with the Commission's proxy rules
in connection with meetings of, and solicitation of consents from, Shareholders.
Registration and reporting requirements could be terminated by the Company if
the number of record holders falls below 300, or below 500 if the Company's
total assets are below $10 million for three consecutive preceding fiscal years.
The Company reported a total of 1,225 Shareholders as of March 26, 2001, but the
Purchasers are offering to purchase up to 1,400,000 Shares. Accordingly, it is
possible that the Offer could result in the total number of Shareholders falling
below the foregoing 300 holder level. As disclosed by the Company in its public
reports, however, there has never been a public trading market for the Shares
and none is expected to develop, so the Company's status as a public company
will not affect a trading market in the Shares. A change in the Company's status
as a public company could reduce the information available to Shareholders about
the Company in the event the information provided by the Company is not as
extensive as that provided in reports required to be filed by public companies
under applicable rules of the Securities and Exchange Commission.
SECTION 8. FUTURE PLANS. Following the completion of the Offer, the Purchasers,
or their affiliates, may acquire additional Shares. Any such acquisitions may be
made through private purchases, one or more future tender offers or by any other
means deemed advisable or appropriate. Any such acquisitions may be at a
consideration higher or lower than the consideration to be paid for the Shares
purchased pursuant to the Offer. The Purchasers are seeking to purchase a total
of 1,400,000 Shares. If the Purchasers acquire fewer than 1,400,000 Shares
pursuant to the Offer, the Purchasers may seek to make further purchases on the
open market at prevailing prices, or solicit Shares pursuant to one or more
future tender offers at the same price, a higher price or, if the Company's
circumstances change, at a lower price. Alternatively, the Purchasers may
discontinue any further purchases of Shares after termination of the Offer,
regardless of the number of Shares purchased. The Offer is not made with any
current view toward or plan or purpose of acquiring Shares in a series of
successive and periodic offers. Nevertheless, as noted above, the Purchasers
reserve the right to gauge the response to this solicitation, and, if not
successful in purchasing 1,400,000 Shares in this Offer, may consider future
offers. Factors affecting the Purchasers' future interest in acquiring
additional Shares include, but are not limited to, the relative success of the
current Offer, any increase or decrease in the availability of capital for
investment by the Purchasers and their investment fund affiliates, the current
diversification and performance of each affiliated fund's portfolio of real
estate interests, the development of any public market in the Shares or actions
by unrelated parties to tender for or purchase Shares, the status of and changes
and trends in the Company's operations, announcement of pending property sales
and the
15
proposed terms of sales, and local and national real estate and financial market
developments and trends.
The Purchasers are acquiring the Shares pursuant to the Offer solely
for investment purposes. The Purchasers have no present intention to seek
control of the Company or to change the management or operations of the Company.
The Purchasers do not have any present intention to take any action in
connection with the ongoing liquidation of the Company. The Purchasers
nevertheless reserve the right, at an appropriate time, to exercise their rights
as Shareholders to vote on matters subject to a Shareholder vote, including, but
not limited to, any vote to affecting the sale of the Company's properties and
the liquidation and dissolution of the Company. Except as expressly set forth
herein, the Purchasers have no present intention to seek control of the Company,
to cause the Company to engage in any extraordinary transaction, to cause any
purchase, sale or transfer of a material amount of the assets of any Company, to
make any change in the distribution policies, indebtedness or capitalization of
any Company or to change the structure, management or operations of the Company,
the listing status of the Shares or the reporting requirements of the Company.
SECTION 9. THE BUSINESS OF THE COMPANY. For information about the Company,
please refer to the annual report prepared by the Company which was sent to you
earlier, particularly Item 2 of Form 10-K, the Quarterly Reports on Form 10-Q,
and any other materials sent to you by the Company. These documents contain
updated information concerning the Company, including detailed information
regarding the properties owned, including mortgages, operations, management, and
taxes. In addition, the Company is subject to the information and reporting
requirements of the Exchange Act and information about the Company can be
obtained on the Commission's EDGAR system, at its internet web site at
www.sec.gov, and are available for inspection at the Commission's principal
office in Washington, D.C.
SECTION 10. CONFLICTS OF INTEREST. The Depositary is affiliated with certain
Purchasers. Therefore, by virtue of this affiliation, the Depositary may have
inherent conflicts of interest in acting as Depositary for the Offer. The
Depositary's role is administrative only, however, and any conflict of interest
should not be deemed material to Shareholders.
SECTION 11. CERTAIN INFORMATION CONCERNING THE PURCHASERS. The Purchasers are
Sutter Opportunity Fund 3, LLC; Sutter Opportunity Fund 3 (TE), LLC; SCM Special
Fund, LLC; MacKenzie Patterson Special Fund 7, LLC; MPF Special Fund 8, LLC; MPF
DeWaay Premier Fund, LLC; MPF-NY 2005, LLC For information concerning the
Purchasers and their respective principals, please refer to Schedule I attached
hereto. The principal business of each of the Purchasers is investment in
securities, particularly real estate-based securities. The principal business
address of each of the Purchasers is 1640 School Street, Moraga, California
94556.
The Purchasers have made binding commitments to contribute and have available
sufficient amounts of capital necessary to fund the acquisition of all Shares
subject to the Offer, the expenses to be incurred in connection with the Offer,
and all other anticipated costs of the Purchasers. The Purchasers are not public
companies and have not prepared audited financial statements or financial
statements prepared in accordance with generally accepted accounting principles.
MacKenzie Patterson Fuller, Inc. and its affiliates have been in the business of
purchasing illiquid real estate securities, both in open market transactions and
by means of tender offers, since 1982 and have acquired more than $75 million in
such securities for affiliated portfolios during the last ten years. The
Purchasers have aggregate assets that are more than sufficient to fund their
collective obligation to purchase Shares in this Offer and any other outstanding
tender offers.
Except as otherwise set forth herein, (i) neither the Purchasers nor, to the
best knowledge of the Purchasers, the persons listed on Schedule I nor any
affiliate of the Purchasers beneficially owns or has a right to acquire any
Shares, (ii) neither the Purchasers nor, to the best knowledge of the
Purchasers, the persons listed on Schedule I nor any affiliate of the
Purchasers, or any director, executive officer or subsidiary of any of the
foregoing has effected any transaction in the Shares within the past 60 days,
(iii) neither the Purchasers nor, to the best knowledge of the Purchasers, the
persons listed on Schedule I nor any affiliate of the Purchasers has any
contract, arrangement, understanding or relationship with any other person with
respect to any securities of the Company, including but not limited to,
contracts, arrangements, understandings or relationships concerning the transfer
or voting thereof, joint ventures, loan or option arrangements, puts or calls,
guarantees of loans, guarantees against loss or the giving or withholding of
proxies, consents or authorizations, (iv) there have been no transactions or
business relationships which would be required to be disclosed under the rules
and regulations of the Commission between any of the Purchasers or, to the best
knowledge of the Purchasers, the persons listed on Schedule I, or any affiliate
of the Purchasers on the one hand, and the Company or its affiliates, on the
other hand, (v) there have been no contracts,
16
negotiations or transactions between the Purchasers, or to the best knowledge of
the Purchasers any affiliate of the Purchasers on the one hand, the persons
listed on Schedule I, and the Company or its affiliates, on the other hand,
concerning a merger, consolidation or acquisition, tender offer or other
acquisition of securities, an election of directors or a sale or other transfer
of a material amount of assets, (vi) no person listed on Schedule I has been
convicted in a criminal proceeding during the past five years (excluding traffic
violations or similar misdemeanors), and (vii) no person listed on Schedule I
has been a party to any judicial or administrative proceeding during the past
five years (except for matters dismissed without sanction or settlement) that
resulted in a judgment, decree, or final order enjoining the person from future
violations of, or prohibiting activities subject to, federal or state securities
laws, or a finding of any violation of federal or state securities laws. .
SECTION 12. SOURCE OF FUNDS. The Purchasers expect that approximately
$3,150,000.00 would be required to purchase 1,400,000 Shares, if tendered, and
an additional $20,000 may be required to pay related fees and expenses. The
Purchasers anticipate funding all of the purchase price and related expenses
through their existing capital and assets. The cash and liquid securities
necessary to complete the entire purchase are readily available and are
committed to that purpose. Accordingly, there are no financing arrangements to
fall through and no alternative financing plans.
SECTION 13. CONDITIONS OF THE OFFER. Notwithstanding any other term of the
Offer, the Purchasers shall not be required to accept for payment or to pay for
any Shares tendered unless all authorizations or approvals of, or expirations of
waiting periods imposed by, any court, administrative agency or other
governmental authority necessary for the consummation of the transactions
contemplated by the Offer shall have been obtained or occurred on or before the
Expiration Date.
The Purchasers shall not be required to accept for payment or pay for
any Shares and may terminate or amend the Offer as to such Shares if, at any
time on or after the date of the Offer and before the Expiration Date, any of
the following conditions exists:
(a) a preliminary or permanent injunction or other order of any federal
or state court, government or governmental authority or agency shall have been
issued and shall remain in effect which (i) makes illegal, delays or otherwise
directly or indirectly restrains or prohibits the making of the Offer or the
acceptance for payment of or payment for any Shares by the Purchasers, (ii)
imposes or confirms limitations on the ability of the Purchasers effectively to
exercise full rights of ownership of any Shares, including, without limitation,
the right to vote any Shares acquired by the Purchasers pursuant to the Offer or
otherwise on all matters properly presented to the Company's Shareholders, (iii)
requires divestiture by the Purchasers of any Shares, (iv) causes any material
diminution of the benefits to be derived by the Purchasers as a result of the
transactions contemplated by the Offer (see the discussion of such benefits in
the Summary Term Sheet and Introduction sections of the Offer to Purchase) or
(v) materially adversely affect the business, properties, assets, liabilities,
financial condition, operations, results of operations or prospects of the
Purchasers or the Company, in the reasonable judgment of the Purchasers;
(b) there shall be any action taken, or any statute, rule, regulation
or order proposed, enacted, enforced, promulgated, issued or deemed applicable
to the Offer by any federal or state court, government or governmental authority
or agency, other than the application of the waiting period provisions of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which will,
directly or indirectly, result in any of the consequences referred to in clauses
(i) through (v) of paragraph (a) above;
(c) any change or development shall have occurred or been threatened
since the date hereof, in the business, properties, assets, liabilities,
financial condition, operations, results of operations or prospects of the
Company, which, in the reasonable judgment of the Purchasers, is or will be
materially adverse to the Company, or the Purchasers shall have become aware of
any fact that, in the reasonable judgment of the Purchasers, does or will have a
material adverse effect on the value of the Shares;
(d) there shall have occurred (i) any general suspension of trading in,
or limitation on prices for, securities on any national securities exchange or
in the over-the-counter market in the United States, (ii) a declaration of a
banking moratorium or any suspension of payments in respect of banks in the
United States, (iii) any limitation by any governmental authority on, or other
event which might affect, the extension of credit by lending institutions or
result in any imposition of currency controls in the United States, (iv) a
commencement of a war or armed hostilities or other national or international
calamity directly or indirectly involving the United States, (v) a material
change in United States or other currency exchange rates or a suspension of a
limitation on the markets thereof, or (vi) in the
17
case of any of the foregoing existing at the time of the commencement of the
Offer, a material acceleration or worsening thereof; or
(e) it shall have been publicly disclosed or the Purchasers shall have
otherwise learned that (i) more than fifty percent of the outstanding Shares
have been or are proposed to be acquired by another person (including a "group"
within the meaning of Section 13(d)(3) of the Exchange Act), or (ii) any person
or group that prior to such date had filed a Statement with the Commission
pursuant to Sections 13(d) or (g) of the Exchange Act has increased or proposes
to increase the number of Shares beneficially owned by such person or group as
disclosed in such Statement by two percent or more of the outstanding Shares.
The foregoing conditions are for the sole benefit of the Purchasers and
may be asserted by the Purchasers or may be waived by the Purchasers in whole or
in part at any time and from time to time prior to the Expiration Date in their
sole exercise of reasonable discretion, and the Offer will remain open for a
period of at least five business days following any such waiver of a material
condition. However, if we waive a certain condition for one tendering
Shareholder, we will waive that condition for all Shareholders tendering Shares.
Any termination by the Purchasers concerning the events described above will be
final and binding upon all parties.
SECTION 14. CERTAIN LEGAL MATTERS.
GENERAL. Except as set forth in this Section 14, the Purchasers are not aware of
any filings, approvals or other actions by any domestic or foreign governmental
or administrative agency that would be required prior to the acquisition of
Shares by the Purchasers pursuant to the Offer. Should any such approval or
other action be required, it is the Purchasers' present intention that such
additional approval or action would be sought. While there is no present intent
to delay the purchase of Shares tendered pursuant to the Offer pending receipt
of any such additional approval or the taking of any such action, there can be
no assurance that any such additional approval or action, if needed, would be
obtained without substantial conditions or that adverse consequences might not
result to the Company's business, or that certain parts of the Company's
business might not have to be disposed of or held separate or other substantial
conditions complied with in order to obtain such approval or action, any of
which could cause the Purchasers to elect to terminate the Offer without
purchasing Shares thereunder. The Purchasers' obligation to purchase and pay for
Shares is subject to certain conditions, including conditions related to the
legal matters discussed in this Section 14.
ANTITRUST. The Purchasers do not believe that the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, is applicable to the acquisition of Shares
pursuant to the Offer.
MARGIN REQUIREMENTS. The Shares are not "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System and,
accordingly, such regulations are not applicable to the Offer.
STATE TAKEOVER LAWS. A number of states have adopted anti-takeover laws which
purport, to varying degrees, to be applicable to attempts to acquire securities
of corporations which are incorporated in such states or which have substantial
assets, security holders, principal executive offices or principal places of
business therein. The Purchasers are not seeking a controlling block of Shares
nor such a number of Shares as to fall within these state statutes and,
therefore, does not believe that any anti-takeover laws apply to the
transactions contemplated by the Offer.
Although the Purchasers have not attempted to comply with any state
anti-takeover statutes in connection with the Offer, the Purchasers reserve the
right to challenge the validity or applicability of any state law allegedly
applicable to the Offer and nothing in this Offer nor any action taken in
connection herewith is intended as a waiver of such right. If any state
anti-takeover statute is applicable to the Offer, the Purchasers might be unable
to accept for payment or purchase Shares tendered pursuant to the Offer or be
delayed in continuing or consummating the Offer. In such case, the Purchasers
may not be obligated to accept for purchase or pay for any Shares tendered.
SECTION 15. FEES AND EXPENSES. The Purchasers have retained MacKenzie Patterson
Fuller, Inc., an affiliate of certain Purchasers, to act as Depositary in
connection with the Offer. The Purchasers will pay the Depositary reasonable and
customary compensation for its services in connection with the Offer, plus
reimbursement for out-of-pocket expenses, and will indemnify the Depositary
against certain liabilities and expenses in connection therewith, including
liabilities under the federal securities laws. The Purchasers will also pay all
costs and expenses of printing, publication and mailing of the Offer and all
costs of transfer.
18
SECTION 16. MISCELLANEOUS. THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS BE
ACCEPTED FROM OR ON BEHALF OF) SHAREHOLDERS IN ANY JURISDICTION IN WHICH THE
MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH
THE LAWS OF SUCH JURISDICTION. THE PURCHASERS ARE NOT AWARE OF ANY JURISDICTION
WITHIN THE UNITED STATES IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE
THEREOF WOULD BE ILLEGAL.
No person has been authorized to give any information or to make any
representation on behalf of the Purchasers not contained herein or in the Letter
of Transmittal and, if given or made, such information or representation must
not be relied upon as having been authorized.
June 22, 2005
Sutter Opportunity Fund 3, LLC; Sutter Opportunity Fund 3 (TE), LLC; SCM Special
Fund, LLC; MacKenzie Patterson Special Fund 7, LLC; MPF Special Fund 8, LLC; MPF
DeWaay Premier Fund, LLC; MPF-NY 2005, LLC
19
SCHEDULE I
THE PURCHASERS AND THEIR RESPECTIVE PRINCIPALS
The Purchasers are Sutter Opportunity Fund 3, LLC; Sutter
Opportunity Fund 3 (TE), LLC; SCM Special Fund, LLC; MacKenzie Patterson Special
Fund 7, LLC; MPF Special Fund 8, LLC; MPF DeWaay Premier Fund, LLC; MPF-NY 2005,
LLC. Each of the Purchasers is organized as a limited liability company or
limited partnership. The Manager of each of the limited liability company
Purchasers and the general partner of each of the limited partnership Purchasers
is MacKenzie Patterson Fuller, Inc. (or its affiliate Sutter Capital Management,
LLC). The names of the directors and executive officers of MacKenzie Patterson
Fuller, Inc. are set forth below. The Purchasers have jointly made the offer and
are jointly and severally liable for satisfying its terms. Other than the
foregoing, the Purchasers' relationship consists of an informal agreement to
share the costs associated with making the offer and to allocate any resulting
purchases of Shares among them in such manner and proportions as they may
determine in the future. Each of the entities is organized in California. The
Purchasers intend, if the Offer is fully subscribed, to allocate the Shares
among themselves as follows: Sutter Opportunity Fund 3, LLC, 444,444 Shares;
Sutter Opportunity Fund 3 (TE), LLC, 111,111 Shares; SCM Special Fund, LLC,
288,889 Shares; MacKenzie Patterson Special Fund 7, LLC, 88,889 Shares; MPF
Special Fund 8, LLC, 88,889 Shares; MPF DeWaay Premier Fund, LLC, 111,111
Shares; MPF-NY 2005, LLC, 266,667 Shares. We will determine modifications to
this allocation based upon the number of Shares tendered. Priority is given to
Purchasers which already hold Shares, then to Purchasers which raised capital
first, then to the remaining Purchasers in equal shares. Shares will be
allocated according to this priority until the maximum number of Shares listed
above are allocated to Purchasers within a given priority, then Shares will be
allocated similarly among Purchasers in the next level of priority, until all
Shares are allocated; provided that MPF-NY 2005 will receive at least 10% of all
Shares tendered.
MACKENZIE PATTERSON FULLER, INC.
- --------------------------------
The names of the directors and executive officers of MacKenzie Patterson Fuller,
Inc. are set forth below. Each individual is a citizen of the United States of
America. The principal business address of MacKenzie Patterson Fuller, Inc.,
each Purchaser, and each individual is 1640 School Street, Moraga, California
94556, and the business telephone number for each is 925-631-9100.
C.E. Patterson is President and a director of MacKenzie Patterson Fuller, Inc.,
which acts as manager and general partner of a number of real estate investment
vehicles, and has served in those positions since January 1989. In 1981, Mr.
Patterson founded Patterson Financial Services, Inc. (now MPF Advisers, Inc.), a
registered investment adviser ("MPFA"), with Berniece A. Patterson, as a
financial planning firm, and he has served as its President since that date. Mr.
Patterson founded Patterson Real Estate Services, a licensed California Real
Estate Broker, in 1982. As President of MPFA, Mr. Patterson is responsible for
all investment counseling activities. He supervises the analysis of investment
opportunities for the clients of the firm. Mr. Patterson has served as president
of Host Funding, Inc., an owner of lodging properties, since December 1999. Mr.
Patterson is also an officer and controlling shareholder of Cal-Kan, Inc., a
closely held real estate investment company. Mr. Patterson, through his
affiliates, manages a number of investment and real estate companies.
Berniece A. Patterson is a director of MacKenzie Patterson Fuller, Inc. and has
served in that capacity since January 1989. In 1981, Ms. Patterson and C.E.
Patterson established MPFA. She has served as Chair of the Board and Secretary
of MPFA since that date. Her responsibilities with MPFA include oversight of
administrative matters and monitoring of past projects underwritten by MPFA.
Since October 1990, Ms. Patterson has served as Chief Executive Officer of
Pioneer Health Care Services, Inc., and is responsible for the day-to-day
operations of its three nursing homes and over 300 employees.
Glen W. Fuller became senior vice president and a director of MacKenzie
Patterson Fuller, Inc. in May 2000. Since 2004 he has been a director and vice
president of MPFA. Prior to becoming senior vice president, from August 1998 to
April 2000, he was with MacKenzie Patterson Fuller, Inc. as a portfolio manager
and research analyst. Since December 1999, Mr. Fuller has served as an officer
and director of Host Funding, Inc. Prior to joining MacKenzie Patterson Fuller,
Inc., from May 1996 to July 1998, Mr. Fuller ran the over-the-counter trading
desk for North Coast Securities Corp. (previously Morgan Fuller Capital Group)
with responsibility for both the proprietary and retail trading desks. Mr.
Fuller was also the registered options principal and registered municipal bond
principal for North Coast Securities, a registered broker dealer. Mr. Fuller was
formerly a NASD-registered options principal and registered bond principal, and
he held his NASD Series 7, general securities license (now inactive). Mr. Fuller
20
has also spent time working on the floor of the New York Stock Exchange as a
trading clerk and on the floor of the Pacific Stock Exchange in San Francisco as
an assistant specialist for LIT America.
Chip Patterson is senior vice president, general counsel, and a director of the
MacKenzie Patterson Fuller, Inc. Since 2004 he has been a director and vice
president of MPFA. Prior to joining MacKenzie Patterson Fuller,
Inc. in July 2003, he was a securities and corporate finance attorney with the
national law firm of Davis Wright Tremaine LLP from August 2000 to January 2003.
From August 1997 to May 2000 he attended the University of Michigan Law School,
where he graduated magna cum laude with a Juris Doctor Degree. Prior to law
school, Chip Patterson taught physics, chemistry, and math at the high school
level for three years, from June 1994 to June 1997. He graduated with high
distinction and Phi Beta Kappa from the University of California at Berkeley
with a Bachelor of Arts Degree in Political Science. He also has prior
experience in sales, retail, and banking.
Christine Simpson is vice president of MacKenzie Patterson Fuller, Inc. and MPFA
and is responsible for the day-to-day management of research and securities
purchases and sales on behalf of the entities managed by MacKenzie Patterson
Fuller, Inc. Ms. Simpson has served in that position since January 1997; from
January 1994 until her promotion to vice president, she was a research analyst
with MacKenzie Patterson Fuller, Inc. She joined MacKenzie Patterson Fuller,
Inc. as an administrative assistant in July 1990.
Robert E. Dixon has served as an officer and director of Sutter Holding Company,
Inc. since March 2002. Mr. Dixon received his Bachelor's degree in economics
from the University of California at Los Angeles in 1992. He worked for Lehman
Brothers, Inc. in equity sales and trading during 1993 and 1994. From October
1994 to June, 1996 he worked for MacKenzie Patterson, Inc. as a securities
research analyst. Mr. Dixon became a Chartered Financial Analyst in 1996, and
received his Master of Business Administration degree from Cornell University in
1998. In July of 1998 he began buying and selling securities for his own account
and that of the entities he controls, and he was principally been engaged in
that activity until May 2005, when he rejoined MPFA. Mr. Dixon was a registered
representative of North Coast Securities from 1994 through 1997.
Andrea K. Meyer is vice president of Trading and Portfolios for MPFA and
MacKenzie Patterson Fuller, Inc. As vice president of Trading and Portfolios,
Ms. Meyer is responsible for handling the day-to-day operations of the trading
department. She graduated from St. Mary's College of California in 1997 with a
Bachelor of Science in Business Administration with a concentration in Finance
and a Minor in Accounting. Prior to joining MPFA in 1998, she worked for a year
for State Street Bank and Trust, one of the leading financial services
specialists worldwide, as a portfolio accountant.
21
EXHIBIT (A)(2)
22
LETTER OF TRANSMITTAL
THE OFFER, WITHDRAWAL RIGHTS, AND PRORATION PERIOD
WILL EXPIRE AT 12:00 MIDNIGHT, PACIFIC TIME, ON JULY 22, 2005
Name: ___________________________________ (THE "EXPIRATION DATE") UNLESS EXTENDED.
Deliver to: MacKenzie Patterson Fuller, Inc.
Address: ________________________________ 1640 School Street
Moraga, California 94556
City, State, ZIP: _______________________ For Assistance: (800) 854-8357
Via Facsimile: (925) 631-9119
Shares Owned: ___________________________ E-Mail Address: offers@mpfi.com
(PLEASE INDICATE CHANGES OR CORRECTIONS TO THE ADDRESS
PRINTED TO THE LEFT)
To participate in the Offer, a duly executed copy of this Letter of Transmittal
and any other documents required by this Letter of Transmittal must be received
by the Depositary on or prior to the Expiration Date.
Delivery of this Letter of Transmittal or any other required documents to an
address other than as set forth above does not constitute valid delivery. The
method of delivery of all documents is at the election and risk of the tendering
Shareholder. Please use the pre-addressed, postage-paid envelope provided.
This Letter of Transmittal is to be completed by holders of shares of common
stock in BELLAVISTA CAPITAL, INC. (the "Company"), pursuant to the procedures
set forth in the Offer to Purchase (as defined below). Capitalized terms used
herein and not defined herein have the meanings ascribed to such terms in the
Offer to Purchase.
PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS
To whom it may concern:
The undersigned hereby tenders to Sutter Opportunity Fund 3, LLC; Sutter
Opportunity Fund 3 (TE), LLC; SCM Special Fund, LLC; MacKenzie Patterson Special
Fund 7, LLC; MPF Special Fund 8, LLC; MPF DeWaay Premier Fund, LLC; MPF-NY 2005,
LLC (collectively the "Purchasers") all of the shares of common stock ("Shares")
in the Company held by the undersigned as set forth above (or, if less than all
such Shares, the number set forth below in the signature box), at a purchase
price equal to $2.25 per Share, less the amount of any dividends made or
declared with respect to the Shares between June 22, 2005 and the Expiration
Date, and upon the other terms and subject to the conditions set forth in the
Offer to Purchase, dated June 22, 2005 (the "Offer to Purchase") and in this
Letter of Transmittal, as each may be supplemented or amended from time to time
(which together constitute the "Offer"). Receipt of the Offer to Purchase is
hereby acknowledged. The undersigned recognizes that, if more than 1,400,000
Shares are validly tendered prior to or on the Expiration Date and not properly
withdrawn, the Purchasers will, upon the terms of the Offer, accept for payment
from among those Shares tendered prior to or on the Expiration Date 1,400,000
Shares on a pro rata basis, with adjustments to avoid purchases of certain
fractional Shares, based upon the number of Shares validly tendered prior to the
Expiration Date and not withdrawn. Subject to and effective upon acceptance for
payment of any of the Shares tendered hereby, the undersigned hereby sells,
assigns, and transfers to, or upon the order of, Purchasers all right, title,
and interest in and to such Shares which are purchased pursuant to the Offer.
The undersigned hereby irrevocably constitutes and appoints the Purchasers as
the true and lawful agent and attorney-in-fact and proxy of the undersigned with
respect to such Shares, with full power of substitution (such power of attorney
and proxy being deemed to be an irrevocable power and proxy coupled with an
interest), to deliver such Shares and transfer ownership of such Shares, on the
books of the Company, together with all accompanying evidences of transfer and
authenticity, to or upon the order of the Purchasers and, upon payment of the
purchase price in respect of such Shares by the Purchasers, to exercise all
voting rights and to receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares all in accordance with the terms of the
Offer. Upon the purchase of Shares pursuant to the Offer, all prior proxies and
consents given by the undersigned with respect to such Shares will be revoked
and no subsequent proxies or consents may be given (and if given will not be
deemed effective). In addition, by executing this Letter of Transmittal, the
undersigned assigns to the Purchasers all of the undersigned's rights to receive
dividends from the Company with respect to Shares which are purchased pursuant
to the Offer, other than dividends declared or paid through the Expiration Date
and to change the address of record for such dividends on the books of the
Company. Upon request, the Seller will execute and deliver, and irrevocably
directs any custodian to execute and deliver, any additional documents deemed by
the Purchaser to be necessary or desirable to complete the assignment, transfer,
and purchase of such Shares.
The undersigned hereby represents and warrants that the undersigned owns the
Shares tendered hereby within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, and has full power and authority to validly
tender, sell, assign, and transfer the Shares tendered hereby, and that when any
such Shares are purchased by the Purchasers, the Purchasers will acquire good,
marketable, and unencumbered title thereto, free and clear of all liens,
restrictions, charges, encumbrances, conditional sales agreements, or other
obligations relating to the sale or transfer thereof, and such Shares will not
be subject to any adverse claim. Upon request, the undersigned will execute and
deliver any additional documents deemed by the Purchasers to be necessary or
desirable to complete the assignment, transfer, and purchase of Shares tendered
hereby.
The undersigned understands that a tender of Shares to the Purchasers will
constitute a binding agreement between the undersigned and the Purchasers upon
the terms and subject to the conditions of the Offer. The undersigned recognizes
the right of the Purchasers to effect a change of distribution address to
MacKenzie Patterson Fuller, Inc. at 1640 School Street, Moraga, California,
94556. The undersigned recognizes that under certain circumstances set forth in
the Offer to Purchase, the Purchasers may not be required to accept for payment
any of the Shares tendered hereby. In such event, the undersigned understands
that any Letter of Transmittal for Shares not accepted for payment will be
destroyed by the Purchasers. All authority herein conferred or agreed to be
conferred shall survive the death or incapacity of the undersigned and any
obligations of the undersigned shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned. Except as stated in
the Offer to Purchase, this tender is irrevocable.
================================================================================
SIGNATURE BOX
(Please complete Boxes A, B, C and D on the following page as necessary)
================================================================================
Please sign exactly as your name is printed (or corrected) above, and X___________________________________________
insert your Taxpayer Identification Number or Social Security Number in (Signature of Owner) Date
the space provided below your signature. For joint owners, each joint
owner must sign. (See Instructions 1) The signatory hereto hereby X___________________________________________
certifies under penalties of perjury the statements in Box B, Box C and (Signature of Owner) Date
if applicable, Box D. If the undersigned is tendering less than all
Shares held the number of Shares tendered is set forth below. Otherwise, Taxpayer I.D. or Social #-------------------
all Shares held by the undersigned are tendered hereby. Telephone No. (day)
------------------------------------
_____________ Shares (eve.)------------------------------
23
================================================================================
BOX A
================================================================================
Medallion Signature Guarantee
(If required)
(See Instruction 1)
Name and Address of Eligible Institution:
---------------------------------------
Authorized Signature Title
------------------------ ---------------------------
Name Date , 200
---------------------------------------- --------------- --
================================================================================
BOX B
SUBSTITUTE FORM W-9
(See Instruction 3 - Box B)
================================================================================
The person signing this Letter of Transmittal hereby certifies the following to
the Purchasers under penalties of perjury:
(i) The TIN set forth in the signature box on the front of this Letter
of Transmittal is the correct TIN of the Shareholder, or if this box [ ] is
checked, the Shareholder has applied for a TIN. If the Shareholder has applied
for a TIN, a TIN has not been issued to the Shareholder, and either: (a) the
Shareholder has mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office, or (b) the
Shareholder intends to mail or deliver an application in the near future (it
being understood that if the Shareholder does not provide a TIN to the
Purchasers within sixty (60) days, 31% of all reportable payments made to the
Shareholder thereafter will be withheld until a TIN is provided to the
Purchasers); and
(ii) Unless this box [ ] is checked, the Shareholder is not subject to
backup withholding either because the Shareholder: (a) is exempt from backup
withholding, (b) has not been notified by the IRS that the Shareholder is
subject to backup withholding as result of a failure to report all interest or
dividends, or (c) has been notified by the IRS that such Shareholder is no
longer subject to backup withholding.
Note: Place an "X" in the box in (ii) if you are unable to certify that the
Shareholder is not subject to backup withholding.
================================================================================
BOX C
FIRPTA AFFIDAVIT
(See Instruction 3 - Box C)
================================================================================
Under Section 1445(e)(5) of the Internal Revenue Code and Treas. Reg.
1.1445-11T(d), a transferee must withhold tax equal to 10% of the amount
realized with respect to certain transfers of shares of a corporation if 50% or
more of the value of its gross assets consists of U.S. real property interests
and 90% or more of the value of its gross assets consists of U.S. real property
interests plus cash equivalents, and the holder of the shares is a foreign
person. To inform the Purchasers that no withholding is required with respect to
the Shareholder's interest in the Company, the person signing this Letter of
Transmittal hereby certifies the following under penalties of perjury:
(i) Unless this box [ ] is checked, the Shareholder, if an individual,
is a U.S. citizen or a resident alien for purposes of U.S. income taxation, and
if other than an individual, is not a foreign corporation, foreign partnership,
foreign estate, or foreign trust (as those terms are defined in the Internal
Revenue Code and Income Tax Regulations); (ii) the Shareholder's U.S. social
security number (for individuals) or employer identification number (for
non-individuals) is correctly printed in the signature box on the front of this
Letter of Transmittal; and (iii) the Shareholder's home address (for
individuals), or office address (for non-individuals), is correctly printed (or
corrected) on the front of this Letter of Transmittal. If a corporation, the
jurisdiction of incorporation is __________.
The person signing this Letter of Transmittal understands that this
certification may be disclosed to the IRS by the Purchasers and that any false
statements contained herein could be punished by fine, imprisonment, or both.
================================================================================
BOX D
SUBSTITUTE FORM W-8
(See Instruction 4 - Box D)
================================================================================
By checking this box [ ], the person signing this Letter of Transmittal hereby
certifies under penalties of perjury that the Shareholder is an "exempt foreign
person" for purposes of the backup withholding rules under the U.S. federal
income tax laws, because the Shareholder:
(i) Is a nonresident alien individual or a foreign corporation,
partnership, estate, or trust;
(ii) If an individual, has not been and plans not to be present in the U.S.
for a total of 183 days or more during the calendar year; and
(iii) Neither engages, nor plans to engage, in a U.S. trade or business that
has effectively connected gains from transactions with a broker or
barter exchange.
24
INSTRUCTIONS
------------
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. TENDER, SIGNATURE REQUIREMENTS; DELIVERY. After carefully reading and
completing this Letter of Transmittal, in order to tender Shares a Shareholder
must sign at the "X" on the bottom of the first page of this Letter of
Transmittal and insert the Shareholder's correct Taxpayer Identification Number
or Social Security Number ("TIN") in the space provided below the signature. The
signature must correspond exactly with the name printed (or corrected) on the
front of this Letter of Transmittal without any change whatsoever. No signature
guarantee is required if this Letter of Transmittal is signed by the registered
holder of the shares exactly as the name of the registered holder appears on the
certificate tendered with this Letter of Transmittal, and payment is to be made
directly to such registered holder. If this Letter of Transmittal is not signed
by the registered holder of the Shares, a Medallion signature guarantee on this
Letter of Transmittal is required. Similarly, if Shares are tendered for the
account of a member firm of a registered national security exchange, a member
firm of the National Association of Securities Dealers, Inc. or a commercial
bank, savings bank, credit union, savings and loan association, or trust company
having an office, branch or agency in the United States (each an "Eligible
Institution"), no Medallion signature guarantee is required. In all other cases,
signatures on this Letter of Transmittal must be Medallion guaranteed by an
eligible institution, by completing the signature guarantee set forth in BOX A
of this Letter of Transmittal. If any tendered Shares are registered in the
names of two or more joint holders, all such holders must sign this Letter of
Transmittal. If this Letter of Transmittal is signed by trustees,
administrators, guardians, attorneys-in-fact, officers of corporations, or
others acting in a fiduciary or representative capacity, such persons should so
indicate when signing and must submit proper evidence satisfactory to the
Purchasers of their authority to so act. For Shares to be validly tendered, a
properly completed and duly executed Letter of Transmittal, together with any
required signature guarantees in BOX A, and any other documents required by this
Letter of Transmittal, must be received by the Depositary prior to or on the
Expiration Date at its address or facsimile number set forth on the front of
this Letter of Transmittal. No alternative, conditional or contingent tenders
will be accepted. All tendering Shareholders by execution of this Letter of
Transmittal waive any right to receive any notice of the acceptance of their
tender.
2. TRANSFER TAXES. The Purchasers will pay or cause to be paid all transfer
taxes, if any, payable in respect of Shares accepted for payment pursuant to the
Offer.
3. U.S. PERSONS. A Shareholder who or which is a United States citizen or
resident alien individual, a domestic corporation, a domestic partnership, a
domestic trust, or a domestic estate (collectively "United States persons") as
those terms are defined in the Internal Revenue Code and Income Tax Regulations,
should complete the following:
Box B - Substitute Form W-9. In order to avoid 31% federal income tax
backup withholding, the Shareholder must provide to the Purchasers the
Shareholder's correct Taxpayer Identification Number or Social Security
Number ("TIN") in the space provided below the signature line and
certify, under penalties of perjury, that such Shareholder is not
subject to such backup withholding. The TIN that must be provided is
that of the registered Shareholder indicated on the front of this
Letter of Transmittal. If a correct TIN is not provided, penalties may
be imposed by the Internal Revenue Service ("IRS"), in addition to the
Shareholder being subject to backup withholding. Certain Shareholders
(including, among others, all corporations) are not subject to backup
withholding. Backup withholding is not an additional tax. If
withholding results in an overpayment of taxes, a refund may be
obtained from the IRS.
Box C - FIRPTA Affidavit. To avoid potential withholding of tax
pursuant to Section 1445 of the Internal Revenue Code, each Shareholder
who or which is a United States Person (as defined Instruction 3 above)
must certify, under penalties of perjury, the Shareholder's TIN and
address, and that the Shareholder is not a foreign person. Tax withheld
under Section 1445 of the Internal Revenue Code is not an additional
tax. If withholding results in an overpayment of tax, a refund may be
obtained from the IRS.
4. FOREIGN PERSONS. In order for a Shareholder who is a foreign person (i.e.,
not a United States Person as defined in 3 above) to qualify as exempt from 31%
backup withholding, such foreign Shareholder must certify, under penalties of
perjury, the statement in BOX D of this Letter of Transmittal attesting to that
foreign person's status by checking the box preceding such statement. However,
such person will be subject to withholding of tax under Section 1445 of the
Code.
5. ADDITIONAL COPIES OF OFFER TO PURCHASE AND LETTER OF TRANSMITTAL. Requests
for assistance or additional copies of the Offer to Purchase and this Letter of
Transmittal may be obtained from the Purchasers by calling 800-854-8357.
25
EXHIBIT (A)(3)
26
June 22, 2005
TO: SHAREHOLDERS OF BELLAVISTA CAPITAL, INC.
SUBJECT: OFFER TO PURCHASE SHARES
Dear Shareholder:
As described in the enclosed Offer to Purchase and related Letters of
Transmittal (the "Offer") Sutter Opportunity Fund 3, LLC; Sutter Opportunity
Fund 3 (TE), LLC; SCM Special Fund, LLC; MacKenzie Patterson Special Fund 7,
LLC; MPF Special Fund 8, LLC; MPF DeWaay Premier Fund, LLC; MPF-NY 2005, LLC
(collectively the "Purchasers") are offering to purchase up to 1,400,000 shares
of common stock (the "Shares") in BELLAVISTA CAPITAL, INC. (the "Company") at a
purchase price equal to:
$2.25 PER SHARE
---------------
The Offer will provide you with an opportunity to liquidate all, or a portion
of, your investment in BELLAVISTA CAPITAL, INC. without the usual transaction
costs associated with market sales or Company transfer fees.
After carefully reading the enclosed Offer, if you elect to tender your Shares,
mail (using the enclosed pre-addressed, postage paid envelope) or fax a duly
completed and executed copy of the Letter of Transmittal (printed on purple
paper) and change of address forms, and any other documents required by the
Letter of Transmittal, to the Depositary for the Offer at:
MacKenzie Patterson Fuller, Inc.
1640 School Street
Moraga, California 94556
Facsimile: (925) 631-9119
If you have any questions or need assistance, please call the Depository at
800-854-8357.
This Offer expires (unless extended) July 22, 2005
27
Exhibit (a)(4)
28
[Published June 22, 2005 in Investor's Business Daily]
This announcement is neither an offer to buy nor a solicitation of an offer to
sell Shares. The Offer is being made solely by the formal Offer to Purchase
forwarded to Shareholders of record and is not being made to, and tenders will
not be accepted from or on behalf of, Shareholders residing in any jurisdiction
in which making or accepting the Offer would violate that jurisdiction's laws.
In those jurisdictions where the securities, blue sky or other laws require the
Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be
made on behalf of Purchasers only by one or more registered dealers licensed
under the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH:
Up to 1,400,000 Shares of Common Stock of
BellaVista Capital, Inc., a Maryland corporation (the "Company") at a price of
$2.25 per Share
by:
Sutter Opportunity Fund 3, LLC; Sutter Opportunity Fund 3 (TE), LLC; SCM
Special Fund, LLC; MacKenzie Patterson Special Fund 7, LLC; MPF Special Fund
8, LLC; MPF DeWaay Premier Fund, LLC; MPF-NY 2005, LLC (collectively the
"Purchasers")
The Purchasers are offering to purchase for cash up to 1,400,000 shares of
common stock ("Shares") of the Company, at a price of $2.25 per Share upon the
terms and subject to the conditions set forth in Purchasers' Offer to Purchase
and in the related Letter of Transmittal for the offer (which together
constitute the "Offer" and the "Tender Offer Documents").
THE OFFERS AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, PACIFIC TIME, ON JULY
22, 2005, UNLESS AN OFFER IS EXTENDED.
Funding for the purchase of the Shares will be provided through the Purchasers'
existing working capital. The Offer is not made for the purpose of acquiring or
influencing control of the business of the issuer. The Offer will expire at
12:00 midnight, Pacific Time on July 22, 2005, unless and until Purchasers, in
their sole discretion, shall have extended the period of time for which the
Offer is open (such date and time, as extended the "Expiration Date"). The
Purchasers will not provide a subsequent offering period following the
Expiration Date. If Purchasers make a material change in the terms of the Offer,
or if they waive a material condition to the Offer, Purchasers will extend the
Offer and disseminate additional tender offer materials to the extent required
by Rules 14d-4(c) and 14d-6(d) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The minimum period during which the Offer must
remain open following any material change in the terms of the Offer, other than
a change in price or a change in percentage of securities sought or a change in
any dealer's soliciting fee, will depend upon the facts and circumstances
including the materiality of the change with respect to a change in price or,
subject to certain limitations, a change in the percentage of securities ought
or a change in any dealer's soliciting fee. A minimum of ten business days from
the date of such change is generally required to allow for adequate
dissemination to Shareholders. Accordingly, if prior to the Expiration Date,
Purchasers increase (other than increases of not more than two percent of the
outstanding Shares) or decrease the number of Shares being sought, or increase
or decrease the consideration offered pursuant to the Offer, and if the Offer is
scheduled to expire at any time earlier than the period ending on the tenth
business day from the date that notice of such increase or decrease is first
published, sent or given to Shareholders, the Offer will be extended at least
until the expiration of such ten business days. For purposes of the Offer, a
"business day" means any day other than a Saturday, Sunday or federal holiday
and consists of the time period from 12:01 a.m. through 12:00 midnight, Pacific
Time. In all cases payment for the Shares purchased pursuant to the Offer will
be made only after timely receipt of the Letters of Transmittal (or facsimiles
thereof), properly completed and duly executed, with any required signature
guarantees, and any other documents required by such Letters of Transmittal.
29
Tenders of Shares made pursuant to the Offer is irrevocable, except that
Shareholders who tender their Shares in response to the Offer will have the
right to withdraw their tendered Shares at any time prior to the Expiration Date
by sending to MacKenzie Patterson Fuller, Inc. a written or facsimile
transmission notice of withdrawal identifying the name of the person who
tendered Shares to be withdrawn, signed by the same persons and in the same
manner as the Letter of Transmittal tendering the Shares to be withdrawn. In
addition, tendered Shares may be withdrawn at any time on or after August 21,
2005, unless the tender has theretofore been accepted for payment as provided
above. If tendering Shareholders tender more than the number of Shares that
Purchasers seek to purchase pursuant to the Offer for those Shares, Purchasers
will take into account the number of Shares so tendered and take up and pay for
as nearly as may be pro rata, disregarding fractions, according to the number of
Shares tendered by each tendering Shareholder during the period during which
that Offer remains open. The terms of the Offer are more fully set forth in the
formal Tender Offer Documents which are available from Purchasers at the
Purchasers' expense. The Offer contains terms and conditions and the information
required by Rule 14d-6(d)(1) under the Exchange Act which are incorporated
herein by reference. The Tender Offer Documents contain important information
which should be read carefully before any decision is made with respect to the
Offer.
The Tender Offer Documents may be obtained by written request to Purchasers or
as set forth below. A request has been made to the Company pursuant to Rule
14d-5 under the Exchange Act for the use of its list of Shareholders for the
purpose of disseminating the Offer to Shareholders. Upon compliance by the
Company with such request, the Tender Offer Documents and, if required, other
relevant materials will be mailed at the Purchasers' expense to record holders
of Shares, brokers, banks and similar persons whose names appear or whose
nominee appears on the list of securities holders, or persons who are listed as
participants in a clearing agency's security position listing, for subsequent
transmittal to beneficial owners of Shares.
For Copies of the Tender Offer Documents, Call Purchasers at 1-800-854-8357,
Make a Written Request Addressed to 1640 School Street, Moraga, California
94556, email to investors@mpfi.com, or visit our website at www.mpfi.com (click
on MPF Tenders).
June 22, 2005
30