-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CieNVu0Jbxd7kJ26A8Iy3vhRXBQHgAmxDXW4jYWqAO3mcsqE3LcrxrJfhmzhfuiz q3Bj0dwkUFufVKO8auwtDg== 0001193125-07-266190.txt : 20071217 0001193125-07-266190.hdr.sgml : 20071217 20071217110221 ACCESSION NUMBER: 0001193125-07-266190 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071217 DATE AS OF CHANGE: 20071217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Piedmont Office Realty Trust, Inc. CENTRAL INDEX KEY: 0001042776 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 582328421 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80150 FILM NUMBER: 071309120 BUSINESS ADDRESS: STREET 1: 6200 THE CORNERS PARKWAY STREET 2: SUITE 500 CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 7703253700 MAIL ADDRESS: STREET 1: 6200 THE CORNERS PKWY STREET 2: STE 500 CITY: NORCROSS STATE: GA ZIP: 30092 FORMER COMPANY: FORMER CONFORMED NAME: WELLS REAL ESTATE INVESTMENT TRUST INC DATE OF NAME CHANGE: 19980515 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Madison Liquidity Investors, LLC CENTRAL INDEX KEY: 0001390585 IRS NUMBER: 753020292 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 6310 LAMAR AVENUE, SUITE 120 CITY: OVERLAND PARK STATE: KS ZIP: 66202 BUSINESS PHONE: 913-982-5000 MAIL ADDRESS: STREET 1: 6310 LAMAR AVENUE, SUITE 120 CITY: OVERLAND PARK STATE: KS ZIP: 66202 SC TO-T/A 1 dsctota.htm SCHEDULE TO-T/A Schedule TO-T/A

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)

 

MADISON INVESTMENT TRUST SERIES 79, MADISON LIQUIDITY INVESTORS, LLC, AND MADISON

CAPITAL MANAGEMENT, LLC

(Bidders)

 

SHARES OF COMMON STOCK, PAR VALUE $0.01

(Title of Class of Securities)

 

949906101

(CUSIP Number of Class of Securities)

 

 

     Copy to:
Michael Nelson    David A. Sirignano
Madison Capital Management    Morgan, Lewis & Bockius LLP
6143 S Willow Drive, Suite 200    1111 Pennsylvania Avenue, NW
Greenwood Village, CO 80111    Washington, D.C. 20004
Tel: 303 957 2165    Tel: 202.739.5420
Fax: 303 957 2010    Fax: 202.739.3001

(Name, Address, and Telephone Number of

Person Authorized to Receive Notices and

Communications on Behalf of Bidders)

 

Calculation of Filing Fee

 

Transaction

Valuation*

   

Amount of

Filing Fee

$184,725,000    $5,671.06

 

* For purposes of calculating the filing fee only. Assumes the purchase of 24,630,000 Shares at a purchase price equal to $7.50 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: $5,671.06

Form or Registration Number: SC TO-T

Filing Party: Madison Liquidity Investors, LLC

Date Filed: October 24th, 2007

 

¨ 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:    x

 

FINAL AMENDMENT TO TENDER OFFER

This Amendment No. 1 amends the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed by Madison Investment Trust Series 79 (collectively the “Purchaser”) to purchase up to 24,630,000 shares of common stock (the “Shares”) in Piedmont Office Realty Trust, Inc. (the “Corporation”), as set forth in the Schedule TO. Capitalized terms used but not defined herein have the meaning ascribed to them in the Offer to Purchase filed as Exhibit (a)(1) to the Schedule TO (the “Offer to Purchase”).

The Offer resulted in the tender by shareholders, and acceptance for payment by the Purchaser, of a total of 694,370 Shares. Upon completion of the Offer, the Purchaser and its affiliate held an aggregate of approximately 2,367,864 Shares, or approximately 0.48% of the total outstanding 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 14th, 2007
Madison Investment Trust Series 79
By:  

/s/ John Gordon

  John Gordon, Executive Vice President of Manager of filing person
Madison Capital Management, LLC
By:  

/s/ John Gordon

  John Gordon, Executive Vice President of Manager of filing person
Madison Liquidity Investors, LLC
By:  

/s/ John Gordon

  John Gordon, Executive Vice President of Manager of filing person
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