SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 4
TO
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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CNL AMERICAN PROPERTIES FUND, INC.
(Name of Subject Company)
SUTTER HOLDING COMPANY, INC.; SUTTER OPPORTUNITY FUND 2, LLC;
SUTTER ACQUISITION FUND, LLC; ROBERT DIXON; AND SUTTER CAPITAL MANAGEMENT, LLC
(Bidders)
COMMON STOCK, PAR VALUE $.01
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
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Copy to:
Robert Dixon Paul J. Derenthal, Esq.
Sutter Capital Management, LLC Derenthal & Dannhauser
150 Post Street, Suite 405, One Post Street, Suite 575
San Francisco, California 94108 San Francisco, California 94104
(415) 788-1444 (415) 981-4844
(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
$15,750,000 $1,449
* For purposes of calculating the filing fee only. Assumes the purchase
of 2,250,000 Shares at a purchase price equal to $7.00 per Share in
cash.
[X] 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: $1,449
Form or Registration Number: Schedule TO
Filing Party: Above Bidders
Date Filed: September 23, 2002; November 7, 2002
[ ] 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
The Schedule TO filed by SUTTER HOLDING COMPANY, INC.; SUTTER
OPPORTUNITY FUND 2, LLC; and SUTTER ACQUISITION FUND, LLC on September 23, 2002
is hereby amended as set forth below. Except as amended hereby, all of the terms
of the Offer and all disclosure set forth in the Schedule previously filed
remain unchanged.
The Expiration Date has been extended to December 10, 2002. As of
November 27, 2002, a total of 21,427 Shares had been tendered to the Purchasers
and not withdrawn.
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.
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(a)(6) Press Release
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: November 27, 2002
SUTTER HOLDING COMPANY, INC.
By: /s/ ROBERT DIXON
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Robert Dixon, Co-Chief Executive Officer
SUTTER OPPORTUNITY FUND 2, LLC
By SUTTER CAPITAL MANAGEMENT, LLC, Manager
By: /s/ ROBERT DIXON
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Robert Dixon, Manager
SUTTER ACQUISITION FUND, LLC,
By SUTTER CAPITAL MANAGEMENT, LLC, Manager
By: /s/ ROBERT DIXON
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Robert Dixon, Manager
SUTTER CAPITAL MANAGEMENT, LLC,
By: /s/ ROBERT DIXON
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Robert Dixon, Manager
/s/ ROBERT DIXON
-----------------------------------------
Robert Dixon
2
EXHIBIT INDEX
Exhibit Description Page
(a)(6) Press Release