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 BADGER ACQUISITION CO., LLC; LAPIS OPPORTUNITIES FUND
II, LP; RED INVESTMENTS, LP; MPF DEWAAY PREMIER FUND 4, LLC; MPF FLAGSHIP FUND
9, LLC; MPF SPECIAL FUND 9, LLC; MPF FLAGSHIP FUND 12, LLC; SCM SPECIAL FUND 2,
LP; AND MACKENZIE PATTERSON FULLER, LP
(Bidders)
SHARES OF
CLASS A AND CLASS B-1, B-2, and B-3 COMMON STOCK
(Title of
Class of Securities)
720190206 Class
A
720190305 Class
B-1
720190404 Class
B-2
720190503 Class
B-3
(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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$5,000,000
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$356.50
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*
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For
purposes of calculating the filing fee only. Assumes the
purchase of 500,000 Shares at a purchase price equal to $10 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: $356.50
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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: February 8, 2010
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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: [ ]
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The
Schedule TO filed as of February 8, 2010, by the above-named bidders is hereby
amended as set forth below. Items not amended remain unchanged, and capitalized
terms are used as defined in the original Schedule.
TENDER
OFFER
This
Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by: MPF
DeWaay Fund 8, LLC; MPF BADGER ACQUISITION CO., LLC; LAPIS OPPORTUNITIES FUND
II, LP; RED INVESTMENTS, LP; MPF DEWAAY PREMIER FUND 4, LLC; MPF FLAGSHIP FUND
9, LLC; MPF SPECIAL FUND 9, LLC; MPF FLAGSHIP FUND 12, LLC; SCM Special Fund 2,
LP (collectively the “Purchasers”) to purchase up to 500,000 shares of Class A
or Class B (B-1, B-2, or B-3) common stock (the “Shares”) in Piedmont Office
Realty Trust, Inc. (the “Corporation”), the subject company, at a purchase price
equal to $10 per Share, less the amount of any dividends declared or made with
respect to the Shares between February 8, 2010 (the “Offer Date”) and March 23,
2010, 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 February 8, 2010 (the “Offer to Purchase”) and the related
Assignment Form.
The
Purchasers have amended the Offer to extend the Expiration Date to March 23,
2010, because they have discovered that DTC had not properly set up the offer to
be disseminated to its participants until recently, so the Purchasers wish to
give Shareholders additional time to consider the Offer. No Shares
have yet been tendered. Further, the Offer is hereby amended to
correct Section 2 of the Offer to Purchase, which erroneously stated that the
Offer was for 150,000 Shares, not 500,000 Shares. The Offer is to
purchase up to 500,000 Shares and Section 2 is hereby amended
accordingly.
Item
12. Exhibits.
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(a)(1)
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Offer
to Purchase dated February 8, 2010*
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(a)(2)
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Assignment
Form*
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(a)(3)
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Cover
letter dated February 8, 2010*
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(a)(4)
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Form
of advertisement in Investor’s Business Daily*
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(a)(5)
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Form
of Press Release
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*
Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on February 8, 2010.
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: February
24, 2010
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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Lapis
Opportunities Fund II, LP
By:
Lapis-GP, LLC
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By:
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/s/ Chip Patterson
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Chip
Patterson, Senior Vice President of Member
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MACKENZIE PATTERSON FULLER,
LP
By: /s/ Chip
Patterson
Chip Patterson, Senior Vice
President
FOR
IMMEDIATE RELEASE
MacKenzie
Patterson Fuller, LP announces an extension of and amendment to the tender offer
for Piedmont Office Realty Trust, Inc. (NYSE:PDM)
Moraga,
Calif. (Market Wire)—February 24, 2010-- The Purchasers affiliated with
MacKenzie Patterson Fuller, LP which are identified in the tender offer for
Piedmont Office Realty Trust (NYSE:PDM) have extended the expiration date with
respect to their tender offer for Class A and Class B Shares (the “Shares”) in
Piedmont Office Realty Trust, Inc. (“Piedmont REIT”), through March 23,
2010. The Purchasers are offering to purchase up to 500,000 Shares
(of either Class A, Class B-1, Class B-2, or Class B-3) for $10 per
Share.
The
Purchasers are extending this offer because they have learned that it was not
properly disseminated yet by DTC to its participants. As of the date
hereof, no Shares have been tendered by Shareholders and not
withdrawn. No other Shares have been tendered to date.
Shareholders
should read the Offer to Purchase and the related materials carefully because
they contain important information. Shareholders may obtain a free copy of the
Tender Offer Statement on Schedule TO, the Offer to Purchase, the Letter to
Shareholders, 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 also may 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.
Contact:
Christine Simpson, 800-854-8357 x. 1024
MacKenzie
Patterson Fuller, LP
1640
School Street, Suite 100
Moraga,
California 94556