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
___________________
PIEDMONT
OFFICE REALTY TRUST, INC.
(Name of
Subject Company)
MPF
DEWAAY FUND 8, LLC; MPF REIT FUND 1, LLC; MPF BADGER ACQUISITION CO., LLC; SCM
SPECIAL FUND 2, LLC ; AND MACKENZIE PATTERSON FULLER, LP
(Bidders)
SHARES OF
COMMON STOCK
(Title of
Class of Securities)
None or
unknown
(CUSIP
Number of Class of Securities)
_______________________
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Copy
to:
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Christine
Simpson
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Chip
Patterson, Esq.
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MacKenzie
Patterson Fuller, LP
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MacKenzie
Patterson Fuller, LP
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1640
School Street
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1640
School Street
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Moraga,
California 94556
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Moraga,
California 94556
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(925)
631-9100 ext. 1024
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(925)
631-9100 ext. 1006
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(Name,
Address, and Telephone Number of
Person
Authorized to Receive Notices and
Communications
on Behalf of Bidder)
Calculation
of Filing Fee
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Transaction
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Amount
of
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Valuation*
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Filing Fee*
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NOT
APPLICABLE
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NOT
APPLICABLE
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*
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No
filing fee is required because this filing contains only preliminary
communications made before the commencement of a tender
offer
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[]
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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.
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Amount
Previously Paid:
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Form
or Registration Number:
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Filing
Party:
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Date
Filed:
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[X]
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
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Check
the appropriate boxes below to designate any transactions to which the
statement relates:
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[X]
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third
party tender offer subject to Rule 14d-1.
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[]
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issuer
tender offer subject to Rule 13e-4.
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[]
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going
private transaction subject to Rule 13e-3
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[]
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amendment
to Schedule 13D under Rule 13d-2
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Check
the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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Item
12. Exhibits.
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99.1
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Press
Release dated October 21, 2009
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FOR
IMMEDIATE RELEASE
MacKenzie
Patterson Fuller, LP announces a tender offer for Piedmont Office Realty Trust,
Inc. for $4.00 per Share!
Moraga,
Calif. (Market Wire)—October 21, 2009—Affiliates of MacKenzie Patterson Fuller,
LP (the “Purchasers”) will launch a tender offer to purchase up to 1,000,000
shares of Piedmont Office Realty Trust on Monday, October 26,
2009. The Purchasers will be offering to purchase such shares at
$4.00 per Share, less the amount of any dividends declared or made with respect
to the shares between the Offer Date and the Expiration Date.
This
offer price is 33% higher than the price being offered by an affiliate of
Madison International Realty, LLC, which is currently offering to purchase up to
23,620,000 shares at $3.00 per Share.
Shareholders
should read the Offer to Purchase and the related materials carefully when they
become available because they contain important information. Shareholders will
be able to obtain a free copy of the Tender Offer Statement on Schedule TO, the
Offer to Purchase, the Assignment Form, and other documents that the company has
filed with the U.S. Securities and Exchange Commission at the commission’s
website at www.sec.gov. Shareholders may also obtain a copy of these
documents, without charge, from our website at www.mpfi.com (click on MPF
Tenders), or by calling toll free at 800-854-8357. The Purchasers
will be publishing an advertisement with the material terms of the Offer on
October 26, 2009.
Contact:
Christine Simpson, 800-854-8357 x. 1024
MacKenzie
Patterson Fuller, LP
1640
School Street, Suite 100
Moraga,
California 94556
The
possible tender offer described in this announcement has not yet
commenced. This announcement is neither an offer to purchase nor a
solicitation of an offer to sell securities. You are advised to read
the tender offer statement and the related documents when they become available
because they will contain important information about the tender
offer.