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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
July 7, 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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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 |
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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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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 |
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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.
4 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) |
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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) |
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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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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. |
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Item 1. |
Security and Issuer |
This Statement on Schedule 13D (this Statement) relates to the shares of Class B Common Stock, no par value, (the Common Stock) of Tier Technologies, Inc. (Tier). The principal executive offices of Tier are located at 10780 Parkridge Boulevard, Suite 400, Reston, Virginia 20191. |
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Item 2. |
Identity and Background |
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. Mr. Rutherford and Mr. Jacquet are the managing members of PCap II, which is the managing member of PCap Partners, which is the general partner of Parthenon, which, in turn, is the managing member of Giant. Giants principal business is managing and controlling its members investments in Tier. The principal business of Parthenon, a private equity fund based in Boston and San Francisco, is to make and oversee investments in equity and other interests in business organizations, domestic or foreign, including businesses the securities of which have no established market and may be restricted with respect to transfer, with the principal objective of appreciation of capital invested. The principal business of PCap Partners is to act as the general partner of Parthenon and the principal business of PCap II is to act as the managing member of PCap Partners. The principal occupations of Mr. Rutherford and Mr. Jacquet relate to their positions with PCap II and its affiliates. The principal business address of persons named above is 75 State Street, 26th Floor, Boston, MA 02109. Mr. Rutherford is a New Zealand citizen and Mr. Jacquet is a United States citizen. |
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During the last five years, none of the reporting persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws. |
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Item 3. |
Source and Amount of Funds or Other Consideration |
The reporting persons obtained funds (approximately $8.5 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 |
The reporting persons acquired a 5.4% stake in 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. While Giant has no current proposals to acquire Tier, in the past, affiliates of Giant have made proposals to Tier relating to the acquisition of Tier and Giant and its |
8 of 13
CUSIP No. 88650Q100 |
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affiliates reserve the right to make such proposals in the future. Additionally, 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 |
(a)-(b) Giant directly beneficially owns 1,103,355 shares of Common Stock, representing 5.4% of the outstanding Common Stock of Tier based on 20,356,461 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 1,053,814 shares of Common Stock, representing 5.2% 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 1,084,488 shares of Common Stock, representing 5.3% of the outstanding Common Stock of Tier. |
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(c) The following transactions in the Issuers Common Stock were executed by the respective reporting persons identified in the table below, in the 60 days prior to the date of this report. Each of the purchases and sales of Common Stock were made in the open market. All transactions were purchases, except for the sale marked with an asterisk. |
Transaction Date |
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Number of Shares |
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Number of Shares |
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Number of |
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Price Per |
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5/10/2005 |
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50,500 |
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48,233 |
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49,636 |
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$8.51 |
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5/11/2005 |
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28,000 |
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26,743 |
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27,521 |
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$8.39 |
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5/12/2005 |
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54,500 |
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52,053 |
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53,568 |
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$8.30 |
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5/13/2005 |
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35,000 |
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33,429 |
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34,402 |
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$8.20 |
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5/16/2005 |
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80,000 |
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76,408 |
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78,632 |
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$8.25 |
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5/17/2005 |
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16,600 |
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15,855 |
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16,316 |
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$8.25 |
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5/18/2005 |
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5,000 |
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4,776 |
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4,915 |
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$8.20 |
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5/19/2005 |
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11,300 |
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10,793 |
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11,107 |
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$8.09 |
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5/20/2005 |
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3,000 |
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2,865 |
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2,949 |
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$8.07 |
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*6/02/2005 |
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(88,000) |
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(84,049) |
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(86,495) |
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$(9.60) |
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6/10/2005 |
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1,400 |
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1,337 |
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1,376 |
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$8.49 |
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6/15/2005 |
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31,675 |
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30,253 |
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31,113 |
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$8.50 |
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6/21/2005 |
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10,000 |
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9,551 |
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9,829 |
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$8.49 |
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6/22/2005 |
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57,100 |
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54,536 |
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56,124 |
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$8.50 |
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6/24/2005 |
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37,500 |
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35,816 |
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36,859 |
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$8.50 |
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6/29/2005 |
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3,000 |
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2,865 |
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2,949 |
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$8.34 |
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7/01/2005 |
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4,000 |
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3,820 |
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3,932 |
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$8.32 |
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7/05/2005 |
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500 |
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478 |
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491 |
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$8.35 |
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7/06/2005 |
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40,000 |
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38,204 |
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39,316 |
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$8.32 |
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7/06/2005 |
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15,000 |
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14,327 |
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14,744 |
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$8.34 |
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7/07/2005 |
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98,100 |
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93,695 |
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96,422 |
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$8.40 |
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9 of 13
CUSIP No. 88650Q100 |
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(d) Not applicable. |
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(e) Not applicable. |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
To the knowledge of the reporting persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 of this Statement or between such persons and any other person with respect to the securities of Tier, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. |
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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: July 15, 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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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