0001104659-05-032622.txt : 20050715 0001104659-05-032622.hdr.sgml : 20050715 20050715172253 ACCESSION NUMBER: 0001104659-05-032622 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050715 DATE AS OF CHANGE: 20050715 GROUP MEMBERS: ERNEST K. JACQUET GROUP MEMBERS: GIANT INVESTMENT, LLC GROUP MEMBERS: JOHN C. RUTHERFORD GROUP MEMBERS: PCAP II, LLC GROUP MEMBERS: PCAP PARTNERS II, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TIER TECHNOLOGIES INC CENTRAL INDEX KEY: 0001045150 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 943145844 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-52757 FILM NUMBER: 05957976 BUSINESS ADDRESS: STREET 1: 10780 PARKRIDGE BLVD STREET 2: 4TH FLOOR CITY: RESTON STATE: VA ZIP: 20191 BUSINESS PHONE: 5713821090 MAIL ADDRESS: STREET 1: 10780 PARKRIDGE BLVD STREET 2: 4TH FLOOR CITY: RESTON STATE: VA ZIP: 20191 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PARTHENON INVESTORS II L P CENTRAL INDEX KEY: 0001132655 IRS NUMBER: 043527200 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 200 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617-478-7000 MAIL ADDRESS: STREET 1: 200 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 SC 13D 1 a05-12245_1sc13d.htm SC 13D

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

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

26^th 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 53^rd 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 person’s 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

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Giant Investment, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With(1)			7.	Sole Voting Power

			8.	Shared Voting Power 1,103,355

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,103,355

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person(1) 1,103,355

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.4%

	14.	Type of Reporting Person (See Instructions) OO

(1) See discussion in Item 5 of this Schedule 13D.

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CUSIP No. 88650Q100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Parthenon Investors II, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With(2)			7.	Sole Voting Power

			8.	Shared Voting Power 1,053,814

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,053,814

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person(2) 1,053,814

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.2%

	14.	Type of Reporting Person (See Instructions) PN

(2) See discussion in Item 5 of this Schedule 13D.

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CUSIP No. 88650Q100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) PCap Partners II, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With(3)			7.	Sole Voting Power

			8.	Shared Voting Power 1,053,814

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,053,814

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person(3) 1,053,814

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.2%

	14.	Type of Reporting Person (See Instructions) OO

(3) See discussion in Item 5 of this Schedule 13D.

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CUSIP No. 88650Q100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) PCap II, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With(4)			7.	Sole Voting Power

			8.	Shared Voting Power 1,053,814

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,053,814

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person(4) 1,053,814

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.2%

	14.	Type of Reporting Person (See Instructions) OO

(4) See discussion in Item 5 of this Schedule 13D.

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CUSIP No. 88650Q100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) John C. Rutherford

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization New Zealand

Number of Shares Beneficially Owned by Each Reporting Person With(5)			7.	Sole Voting Power

			8.	Shared Voting Power 1,084,488

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,084,488

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person(5) 1,084,488

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.3%

	14.	Type of Reporting Person (See Instructions) IN

(5) See discussion in Item 5 of this Schedule 13D.

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CUSIP No. 88650Q100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ernest K. Jacquet

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With(6)			7.	Sole Voting Power

			8.	Shared Voting Power 1,084,488

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,084,488

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person(6) 1,084,488

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.3%

	14.	Type of Reporting Person (See Instructions) IN

(6) See discussion in Item 5 of this Schedule 13D.

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CUSIP No. 88650Q100

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.
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.
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. Giant’s 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.
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.
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.
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

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CUSIP No. 88650Q100

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.
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.
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.
(c) The following transactions in the Issuer’s 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	Number of Shares Purchased/(Sold) by Giant	Number of Shares Relating to Parthenon, PCap Partners and PCap II’s Proportional Interest (95.51%)	Number of Shares Relating to Rutherford and Jacquet Proportional Interest (98.29%)	Price Per Share
5/10/2005	50,500	48,233	49,636	$8.51
5/11/2005	28,000	26,743	27,521	$8.39
5/12/2005	54,500	52,053	53,568	$8.30
5/13/2005	35,000	33,429	34,402	$8.20
5/16/2005	80,000	76,408	78,632	$8.25
5/17/2005	16,600	15,855	16,316	$8.25
5/18/2005	5,000	4,776	4,915	$8.20
5/19/2005	11,300	10,793	11,107	$8.09
5/20/2005	3,000	2,865	2,949	$8.07
*6/02/2005	(88,000)	(84,049)	(86,495)	$(9.60)
6/10/2005	1,400	1,337	1,376	$8.49
6/15/2005	31,675	30,253	31,113	$8.50
6/21/2005	10,000	9,551	9,829	$8.49
6/22/2005	57,100	54,536	56,124	$8.50
6/24/2005	37,500	35,816	36,859	$8.50
6/29/2005	3,000	2,865	2,949	$8.34
7/01/2005	4,000	3,820	3,932	$8.32
7/05/2005	500	478	491	$8.35
7/06/2005	40,000	38,204	39,316	$8.32
7/06/2005	15,000	14,327	14,744	$8.34
7/07/2005	98,100	93,695	96,422	$8.40

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CUSIP No. 88650Q100

(d) Not applicable.
(e) Not applicable.
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.
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

	Giant Investment, LLC

	By: Parthenon Investors II, L.P., as managing member

	By: PCap Partners II, LLC, as general partner

	By: PCap II, LLC, as general partner

	By: /s/ John C. Rutherford
	Name: John C. Rutherford
	Title: Managing Member


	Parthenon Investors II, L.P.

	By: PCap Partners II, LLC, as general partner

	By: PCap II, LLC, as general partner

	By: /s/ John C. Rutherford
	Name: John C. Rutherford
	Title: Managing Member


	PCap Partners II, LLC

	By: PCap II, LLC, as general partner

	By: /s/ John C. Rutherford
	Name: John C. Rutherford
	Title: Managing Member

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CUSIP No. 88650Q100

	PCap II, LLC


	By: /s/ John C. Rutherford
	Name: John C. Rutherford
	Title: Managing Member


	/s/ John C. Rutherford
	Name: John C. Rutherford


	/s/ Ernest K. Jacquet
	Name: Ernest K. Jacquet

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CUSIP No. 88650Q100

INDEX TO EXHIBITS

Exhibit Number		Document
99.1.		Joint Filing Agreement

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EX-99.1 2 a05-12245_1ex99d1.htm EX-99.1

Exhibit 99.1

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

Dated: July 15, 2005

	Giant Investment, LLC

	By: Parthenon Investors II, L.P.,
	as managing member

	By: PCap Partners II, LLC,
	as general partner

	By: PCap II, LLC,
	as general partner

	By: /s/ John C. Rutherford
	Name: John C. Rutherford
	Title: Managing Member


	Parthenon Investors II, L.P.

	By: PCap Partners II, LLC,
	as general partner

	By: PCap II, LLC,
	as general partner

	By: /s/ John C. Rutherford
	Name: John C. Rutherford
	Title: Managing Member

	PCap Partners II, LLC

	By: PCap II, LLC,
	as general partner

	By: /s/ John C. Rutherford
	Name: John C. Rutherford
	Title: Managing Member


	PCap II, LLC


	By: /s/ John C. Rutherford
	Name: John C. Rutherford
	Title: Managing Member


	/s/ John C. Rutherford
	Name: John C. Rutherford


	/s/ Ernest K. Jacquet
	Name: Ernest K. Jacquet

Under the Securities Exchange Act of 1934 (Amendment No. )*

Under the Securities Exchange Act of 1934
(Amendment No. )*