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UNITED STATES |
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SECURITIES
AND EXCHANGE |
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Washington,
D.C. 20549 |
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SCHEDULE 13D |
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Tier Technologies, Inc.
(Name of Issuer)
Class B Common Stock, no par value
(Title of Class of Securities)
88650Q100
(CUSIP Number)
John C. Rutherford
75 State Street
26th Floor
Boston, MA 02109
Telephone: (617) 960-4000
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
WITH A COPY TO:
Joshua N. Korff
Kirkland & Ellis LLP
153 East 53rd Street
New York, New York 10022
(212) 446-4800
December 19, 2005
(Date
of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 88650Q100 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person(1) |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(1) See discussion in Item 5 of this Schedule 13D.
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CUSIP No. 88650Q100 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person(2) |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(2) See discussion in Item 5 of this Schedule 13D.
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CUSIP No. 88650Q100 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person(3) |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(3) See discussion in Item 5 of this Schedule 13D.
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CUSIP No. 88650Q100 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person(4) |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(4) See discussion in Item 5 of this Schedule 13D.
5 of 13
CUSIP No. 88650Q100 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person(5) |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(5) See discussion in Item 5 of this Schedule 13D.
6 of 13
CUSIP No. 88650Q100 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source
of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person(6) |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(6) See discussion in Item 5 of this Schedule 13D.
7 of 13
CUSIP No. 88650Q100 |
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This Statement on Schedule 13D/A (this "Statement") relates to the shares of Class B Common Stock, no par value, (the "Common Stock") of Tier Technologies, Inc. ("Tier"). This Statement is filed by Giant Investment, LLC, a Delaware limited liability company (Giant); Parthenon Investors II, L.P., a Delaware Limited Partnership (Parthenon); PCap Partners II, LLC, a Delaware limited liability company (PCap Partners); PCap II, LLC, a Delaware limited liability company (PCap II); John C. Rutherford and Ernest K. Jacquet. |
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The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D originally filed on July 15, 2005 and amended on August 9, 2005 is hereby amended further as follows: |
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Item 3. |
Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended as follows: |
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The reporting persons obtained funds (approximately $14.5 million) to make the purchases described herein from capital contributions and investments from their members or partners and working capital in the ordinary course of business, and, in the case of the individuals, from personal assets. No funds were borrowed by any of the reporting persons in order to complete the transactions described herein. |
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Item 4. |
Purpose of Transaction |
Item 4 is hereby amended as follows: |
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The reporting persons originally acquired shares of Tier for investment purposes because of their belief that the market price of the Common Stock is less than the intrinsic value of Tier on a per-share basis. As a result of the recent underperformance of Tier that was publicly announced and the reporting persons belief that Tier may perform better as a private company, and should therefore be sold, the reporting persons have changed their intentions and they, or one of their affiliates, are going to seek to sign an appropriate confidentiality agreement with Tier to evaluate a definitive offer. |
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CUSIP No. 88650Q100 |
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Furthermore, Giant, and its affiliates, may make further acquisitions or dispositions of the securities of Tier at any time. |
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Item 5. |
Interest in Securities of the Issuer |
Item 5 has been amended or supplemented as
follows: |
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(a)-(b) Giant directly beneficially owns 1,834,000 shares of Common Stock, representing 9.0% of the outstanding Common Stock of Tier based on 20,373,631 shares of Common Stock outstanding. Accordingly, as parents of Giant, each of Parthenon (managing member of Giant), PCap Partners (general partner of Parthenon) and PCap II (managing member of PCap Partners) may be deemed to beneficially own their proportional interest in the shares of Common Stock directly beneficially owned by Giant, comprising 1,781,914 shares of Common Stock, representing 8.7% of the outstanding Common Stock of Tier. |
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Additionally, as control persons of various entities indirectly investing in Giant, each of Mr. Rutherford and Mr. Jacquet may be deemed to beneficially own a proportional interest in the shares of Common Stock directly beneficially owned by Giant comprising 1,834,000 shares of Common Stock, representing 9.0% of the outstanding Common Stock of Tier. |
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(c) No transactions in Tier's Common Stock have been executed by the reporting persons in the past 60 days. |
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CUSIP No. 88650Q100 |
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Item 7. |
Material to Be Filed as Exhibits |
99.1. Joint Filing Agreement |
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CUSIP No. 88650Q100 |
After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 19, 2005
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Giant Investment, LLC |
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By:
Parthenon Investors II, L.P., |
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By: PCap Partners II,
LLC, |
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By: PCap II, LLC, |
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By: /s/ John C. Rutherford |
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Name: John C. Rutherford |
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Title: Managing Member |
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Parthenon Investors II, L.P. |
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By: PCap Partners II,
LLC, |
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By: PCap II, LLC, |
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By: /s/ John C. Rutherford |
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Name: John C. Rutherford |
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Title: Managing Member |
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PCap Partners II, LLC |
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By: PCap II, LLC, |
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By: /s/ John C. Rutherford |
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Name: John C. Rutherford |
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Title: Managing Member |
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11 of 13
CUSIP No. 88650Q100 |
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PCap II, LLC |
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By: /s/ John C. Rutherford |
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Name: John C. Rutherford |
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Title: Managing Member |
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/s/ John C. Rutherford |
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Name: John C. Rutherford |
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/s/ Ernest K. Jacquet |
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Name: Ernest K. Jacquet |
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CUSIP No. 88650Q100 |
INDEX TO EXHIBITS
Exhibit |
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Document |
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99.1. |
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Joint Filing Agreement |
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13 of 13