0001104659-05-061414.txt : 20051219 0001104659-05-061414.hdr.sgml : 20051219 20051219083305 ACCESSION NUMBER: 0001104659-05-061414 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051219 DATE AS OF CHANGE: 20051219 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: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52757 FILM NUMBER: 051271298 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/A 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/A 1 a05-21906_1sc13da.htm AMENDMENT

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

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

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

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 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 1,834,000

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,834,000

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person(1) 1,834,000

	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) 9.0%

	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 1,781,914

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,781,914

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person(2) 1,781,914

	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) 8.7%

	14.	Type of Reporting Person (See Instructions) PN

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

3 of 13

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 1,781,914

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,781,914

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person(3) 1,781,914

	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) 8.7%

	14.	Type of Reporting Person (See Instructions) OO

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

4 of 13

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 1,781,914

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,781,914

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person(4) 1,781,914

	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) 8.7%

	14.	Type of Reporting Person (See Instructions) OO

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

5 of 13

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 1,834,000

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,834,000

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person(5) 1,834,000

	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) 9.0%

	14.	Type of Reporting Person (See Instructions) IN

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

6 of 13

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 1,834,000

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 1,834,000

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person(6) 1,834,000

	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) 9.0%

	14.	Type of Reporting Person (See Instructions) IN

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

7 of 13

CUSIP No. 88650Q100
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.
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:
Item 3.	Source and Amount of Funds or Other Consideration
Item 3 is hereby amended as follows:
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.
Item 4.	Purpose of Transaction
Item 4 is hereby amended as follows:
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

Furthermore, 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
Item 5 has been amended or supplemented as follows: As of December 19, 2005:
(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.
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.
(c) No transactions in Tier's Common Stock have been executed by the reporting persons in the past 60 days.

9 of 13

CUSIP No. 88650Q100

Item 7.	Material to Be Filed as Exhibits
99.1. Joint Filing Agreement

10 of 13

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

	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

11 of 13

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

12 of 13

CUSIP No. 88650Q100

INDEX TO EXHIBITS

Exhibit Number		Document
99.1.		Joint Filing Agreement

13 of 13

EX-99.1 2 a05-21906_1ex99d1.htm EXHIBIT 99

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: December 19, 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. 2)*

Under the Securities Exchange Act of 1934
(Amendment No. 2)*