0001102946-14-000038.txt : 20140626 0001102946-14-000038.hdr.sgml : 20140626 20140620171235 ACCESSION NUMBER: 0001102946-14-000038 CONFORMED SUBMISSION TYPE: SC TO-T PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140620 DATE AS OF CHANGE: 20140620 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TIER REIT INC CENTRAL INDEX KEY: 0001176373 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 680509956 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T SEC ACT: 1934 Act SEC FILE NUMBER: 005-86378 FILM NUMBER: 14933555 BUSINESS ADDRESS: STREET 1: 17300 DALLAS PARKWAY STREET 2: SUITE 1010 CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 972-931-4300 MAIL ADDRESS: STREET 1: 17300 DALLAS PARKWAY STREET 2: SUITE 1010 CITY: DALLAS STATE: TX ZIP: 75248 FORMER COMPANY: FORMER CONFORMED NAME: BEHRINGER HARVARD REIT I INC DATE OF NAME CHANGE: 20061011 FORMER COMPANY: FORMER CONFORMED NAME: BEHRINGER HARVARD REIT I INC DATE OF NAME CHANGE: 20020903 FORMER COMPANY: FORMER CONFORMED NAME: BEHRINGER HARVARD REIT I I INC DATE OF NAME CHANGE: 20020830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MacKenzie Realty Capital, Inc. CENTRAL INDEX KEY: 0001550913 IRS NUMBER: 454355424 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-T BUSINESS ADDRESS: STREET 1: 1640 SCHOOL STREET CITY: MORAGA STATE: CA ZIP: 94556 BUSINESS PHONE: 925-631-9100 MAIL ADDRESS: STREET 1: 1640 SCHOOL STREET CITY: MORAGA STATE: CA ZIP: 94556 SC TO-T 1 tiersctot060614amd1.htm TENDER OFFER STATEMENT tiersctot060614amd1.htm
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
___________________
Amendment No. 1

TIER REIT, INC.
(Name of Subject Company)

MACKENZIE REALTY CAPITAL, INC.
(Bidders)
SHARES OF COMMON STOCK
(Title of Class of Securities)

None or unknown
(CUSIP Number of Class of Securities)
_______________________
   
Copy to:
Christine Simpson
 
Chip Patterson, Esq.
MacKenzie Realty Capital, Inc.
 
MacKenzie Capital Management, LP
1640 School Street
 
1640 School Street
Moraga, California  94556
 
Moraga, California  94556
(925) 631-9100 ext. 1024
 
(925) 631-9100 ext. 1006


(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)

Calculation of Filing Fee

 
Transaction
Amount of
 
Valuation*
Filing Fee
     
 
$2,000,000
$257.60
 
*
For purposes of calculating the filing fee only.  Assumes the purchase of 1,000,000 Shares at a purchase price equal to $2.00 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:                                           $128.80
 
Form or Registration Number: SC TO-T
 
Filing Party: MacKenzie Realty Capital, Inc.
 
Date Filed:  June 6, 2014
 
[ ]
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: [ ]
   
 
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
   
[ ]
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
 
[ ]
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
 
 
TENDER OFFER

AMENDMENT NO. 1 TO TENDER OFFER

This Amendment No. 1 to Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by: MacKenzie Realty Capital, Inc. (collectively the “Purchasers”) to purchase shares of common stock (the “Shares”)  in TIER REIT, Inc. (the “Corporation”), the subject company, at a purchase price equal to $2.00 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”) dated June 6, 2014 (the “Offer Date”) and the related Assignment Form.

The Offer is being amended to increase the number of Shares the Purchasers are offering to purchase to 1,000,000 Shares.  The 1,000,000 Shares subject to the Offer constitute 0.34% of the outstanding Shares.  Consummation of the Offer, if all Shares sought are tendered, would require payment by the Purchasers of up to $2,000,000 in aggregate purchase price, which the Purchasers intend to fund out of their current working capital.

As of the date of this amendment, approximately 355,640 Shares have been tendered pursuant to this Offer.

Item 12.                      Exhibits.


(a)(1)
Offer to Purchase dated June 6, 2014*
   
(a)(2)
Assignment Form*
   
(a)(3)
Form of Letter to Shareholders dated June 6, 2014*
 
(a)(4)
 
 
Form of advertisement in Investor’s Business Daily*
 
(a)(5)
Announcement
 
* Previously filed on June 6, 2014
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 20, 2014

MacKenzie Realty Capital, Inc.

By: /s/ Chip Patterson
Chip Patterson, Secretary
EX-99.(A)(5) 2 tierannouncement.htm ANNOUNCEMENT OF EXTENSION tierannouncement.htm
FOR IMMEDIATE RELEASE

MacKenzie Realty Capital, Inc. announces an increase in the number of Shares it is offering to purchase of TIER REIT, Inc.

Moraga, Calif. (Market Wire)—June 20, 2014-- MacKenzie Realty Capital, Inc. has announced that it is increasing the number of Shares of TIER REIT, Inc. that it is offering to purchase from 500,000 to 1,000,000 based upon the response thus far.

To date, approximately 355,640 Shares have been tendered pursuant to this Offer.  The Offer will expire, unless extended, on July 8, 2014.


Contact: Christine Simpson, 800-854-8357 x. 1024
MacKenzie Capital Management, LP
1640 School Street, Suite 100
Moraga, California 94556