SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
_______________________
Amendment
No. 1
to
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; LEMON
CREEK OPERATING PARTNERSHIP, LP; MPF SENIOR NOTE PROGRAM I AND II, LP; SCM
SPECIAL FUND 2, LP; 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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$4,000,000
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$223.20
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*
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For
purposes of calculating the filing fee only. Assumes the
purchase of 1,000,000 Shares at a purchase price equal to $4.00 per Share
in cash
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[X]
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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: $223.20
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Form
or Registration Number: SC TO-T
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Filing
Party: MacKenzie Patterson Fuller, LP
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Date
Filed: OCTOBER 26,
2009
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[]
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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: [X]
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FINAL
AMENDMENT TO TENDER OFFER
This
Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by: MPF
DeWaay Fund 8, LLC; MPF REIT Fund 1, LLC; MPF Badger Acquisition Co., LLC; Lemon
Creek Operating Partnership, LP; MPF Senior Note Program I and II, LP; SCM
Special Fund 2, LP; and MacKenzie Patterson Fuller, LP (collectively the
“Purchasers”) to purchase up to 1,000,000 shares of common stock (the
“Shares”) in Piedmont Office Realty Trust, Inc. (the “Corporation”),
the subject company, at a purchase price equal to $4.00 per Share, less the
amount of any dividends declared or made with respect to the Shares between
October 26, 2009 (the “Offer Date”) and November 30, 2009, 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 October 26,
2009 (the “Offer to Purchase”) and the related Assignment Form.
The Offer
resulted in the tender by shareholders, and acceptance for payment by the
Purchasers, of a total of approximately 106,737.6475 Shares plus a yet-unknown
number of Shares owned by one seller. Upon completion of the Offer, the
Purchasers held an aggregate of approximately 1,363,042 Shares, or approximately
0.28% of the total outstanding Shares. These shares were allocated
among the Purchasers as follows:
MPF
DeWaay Fund 8, LLC, 31,250 shares; MPF REIT Fund 1, LLC, 25,000 shares; MPF
Badger Acquisition Co., LLC, 25,000 shares; SCM Special Fund 2, LP, 25,487.6475
Shares
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: December
10, 2009
MPF
DeWaay Fund 8, LLC; MPF REIT Fund 1, LLC; MPF Badger Acquisition Co., LLC; MPF
Senior Note Program I and II, LP
By:
MacKenzie Patterson Fuller, LP, Manager/General Partner
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By:
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/s/ Chip Patterson
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Chip
Patterson, Senior Vice President
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SCM
Special Fund 2, LP
By:
SCM-GP, LLC, General Partner
By:
Sutter Capital Management, LLC, Manager
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By:
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/s/
Chip Patterson
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Chip
Patterson, Senior Vice President
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Lemon
Creek Operating Partnership, LP
By: Lemon
Creek Properties, Inc.
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By:
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/s/ Chip Patterson
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Chip
Patterson, Senior Vice President
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MacKenzie
Patterson Fuller, LP
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By:
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/s/ Chip Patterson
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Chip
Patterson, Senior Vice President
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