SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
_______________________
Amendment
No. 3 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 REIT
FUND 1, LLC; MPF DEWAAY PREMIER FUND 4, LLC; MPF FLAGSHIP FUND 12, LLC; MPF
DEWAAY FUND 5, LLC; MPF DEWAAY FUND 7, LLC; MP VALUE FUND 7, LLC; MPF BADGER
ACQUISITION CO., LLC; MPF BLUE RIDGE 1, LLC; MPF DEWAAY FUND 8, LLC; MPF DEWAAY
PREMIER FUND 2, LLC; MPF EPLANNING OPPORTUNITY FUND, LP; MPF SENIOR NOTE PROGRAM
II, LP; MORAGA GOLD, LLC; RED INVESTMENTS, LP; STEVEN GOLD; LAPIS OPPORTUNITIES
FUNDS I AND II, LP; SCM SPECIAL FUND 2, LP; SUTTER OPPORTUNITY FUND 4, LLC; 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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$11,200,000.00
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$798.56
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*
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For
purposes of calculating the filing fee only. Assumes the
purchase of 200,000 Shares of each Class A, B-1, B-2, and B-3 at a
purchase price equal to $17, $14, $13, and $12 per Share in cash,
respectively
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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: $798.56
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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: April 15, 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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TENDER
OFFER
This
Amendment No. 3 to the Tender Offer Statement on Schedule TO relates to the
offer (the “Offer”) by: MPF REIT Fund 1, LLC; MPF DeWaay Premier Fund 4, LLC;
MPF Flagship Fund 12, LLC; MPF DeWaay Fund 5, LLC; MPF DeWaay Fund 7, LLC; MP
Value Fund 7, LLC; MPF Badger Acquisition Co., LLC; MPF Blue Ridge 1, LLC; MPF
DeWaay Fund 8, LLC; MPF DeWaay Premier Fund 2, LLC; MPF ePlanning Opportunity
Fund, LP; MPF Senior Note Program II, LP; Moraga Gold, LLC; RED Investments, LP;
Steven Gold; Lapis Opportunities Funds I and II, LP; SCM Special Fund 2, LP;
Sutter Opportunity Fund 4, LLC; and MacKenzie Patterson Fuller, LP (collectively
the “Purchasers”) to purchase up to 200,000 shares of each Class A, B-1, B-2,
and B-3 common stock (the “Shares”) in Piedmont Office Realty Trust, Inc. (the
“Corporation”), the subject company, at a purchase price equal to $17, $14, $13,
and $12 per Share, respectively, less the amount of any dividends declared or
made with respect to the Shares between April 15, 2010 (the “Offer Date”) and
June 15, 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 April 15, 2010 (the “Offer to
Purchase”).
.
Item
12. Exhibits.
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(a)(1)
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Offer
to Purchase dated April 15, 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 April 15, 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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(a)(6)
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Form
of Additional Press Release
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*
Previously filed and incorporated by reference from the Schedule TO filed with
the SEC by the Purchasers on April 15, 2010, as amended.
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
9, 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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Sutter
Opportunity Fund 4, LLC
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 Funds I and 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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FOR
IMMEDIATE RELEASE
Tender
offer for Piedmont Office Realty Trust, Inc. (NYSE:PDM) expires June 15,
2010!
Moraga,
Calif. (Market Wire)—June 8, 2010-- Certain Purchasers affiliated with MacKenzie
Patterson Fuller, LP (which are identified in the tender offer) have announced
that the tender offer for Class A and Class B-1, B-2, and B-3 Shares (the
“Shares”) of Piedmont Office Realty Trust, Inc. (NYSE:PDM) is set to expire next
week, June 15, 2010. The Purchasers are offering to purchase up to
200,000 Shares each of Class A, Class B-1, Class B-2, and Class B-3 for $17,
$14, $13, and $12 per Share, respectively. Shareholders wishing to
tender their Shares must do so by instructing their broker to tender their
shares (if held in “street name”) or by completing an Assignment Form and
mailing or faxing it to MacKenzie Patterson Fuller, LP by the Expiration Date,
June 15, 2010. The Assignment Form is available at http://www.mpfi.com/Tenders/piedmont_office_realty_trust/assignment_form.pdf.
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. If you wish to
tender your Shares, and your Shares are held in your brokerage account, you need
to instruct your broker to tender your Shares.
Contact:
Christine Simpson, 800-854-8357 x. 1024
MacKenzie
Patterson Fuller, LP
1640
School Street, Suite 100
Moraga,
California 94556