signature=35d94ed4c292900b06849451b0cbc17e,Signature Office REIT - MacKenzie Mini Tender Offer 2014

0001256069-14-000045.txt : 20140725

0001256069-14-000045.hdr.sgml : 20140725

20140725144630

ACCESSION NUMBER:0001256069-14-000045

CONFORMED SUBMISSION TYPE:8-K

PUBLIC DOCUMENT COUNT:4

CONFORMED PERIOD OF REPORT:20140725

ITEM INFORMATION:Regulation FD Disclosure

ITEM INFORMATION:Financial Statements and Exhibits

FILED AS OF DATE:20140725

DATE AS OF CHANGE:20140725

FILER:

COMPANY DATA:

COMPANY CONFORMED NAME:SIGNATURE OFFICE REIT INC

CENTRAL INDEX KEY:0001256069

STANDARD INDUSTRIAL CLASSIFICATION:REAL ESTATE INVESTMENT TRUSTS [6798]

IRS NUMBER:200096982

FISCAL YEAR END:1231

FILING VALUES:

FORM TYPE:8-K

SEC ACT:1934 Act

SEC FILE NUMBER:000-54248

FILM NUMBER:14993980

BUSINESS ADDRESS:

STREET 1:6200 THE CORNER PARKWAY STE 250

CITY:NORCROSS

STATE:GA

ZIP:30092

BUSINESS PHONE:7704497800

MAIL ADDRESS:

STREET 1:6200 THE CORNER PARKWAY STE 250

CITY:NORCROSS

STATE:GA

ZIP:30092

FORMER COMPANY:

FORMER CONFORMED NAME:WELLS CORE OFFICE INCOME REIT INC

DATE OF NAME CHANGE:20100518

FORMER COMPANY:

FORMER CONFORMED NAME:WELLS REAL ESTATE INVESTMENT TRUST III INC

DATE OF NAME CHANGE:20030722

8-K

1

signatureofficereit-macken.htm

FORM 8-K

Signature Office REIT - MacKenzie Mini Tender Offer 2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 25, 2014

SIGNATURE OFFICE REIT, INC.

(Exact name of registrant specified in its charter)

Maryland000-5424826-0500668

(State or other jurisdiction of

incorporation or organization)(Commission File Number)IRS Employer

Identification No.

6200 The Corners Parkway, Suite 250

Norcross, Georgia 30092-3365

(Address of principal executive offices)

Registrant's telephone number, including area code:(770) 449-7800

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:[ ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)[ ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)[ ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))[ ]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On July 25, 2014, Signature Office REIT, Inc. (the "Registrant") began distributing to investors the attached Letter to Stockholders which includes a recommendation to reject the mini-tender offer received fromMacKenzie Capital Management, LP. A copy of this letter is provided as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 in this Current Report on Form 8-K and the attached Exhibit 99.1 are furnished to the SEC, and shall not be deemed to be “filed” with the SEC for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description

99.1Letter to Stockholders

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURE OFFICE REIT, INC.

Dated: July 25, 2014By:/s/ Glen F. Smith

Glen F. Smith

Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.Description

99.1Letter to Stockholders

EX-99.1

2

exhibit991stockholderletter.htm

EXHIBIT 99.1

Exhibit 99.1 Stockholder Letter

EXHIBIT 99.1

July 24, 2014

Dear Fellow Stockholders,

On July 16, 2014, a mini-tender offer was filed by affiliates (the “Purchasers”) of MacKenzie Capital Management, LP (“MCM”) offering to purchase up to 500,000 shares of common stock of Signature Office REIT, Inc. (“Signature REIT” or “Company”) at a price of $16.00 per share. The offer is set to expire August 27, 2014, unless extended. You should be aware that Signature REIT is not in any way affiliated with MCM or the Purchasers making the offer.

On July 23, 2014, the Signature REIT Board of Directors evaluated the terms of the offer and unanimously recommends that stockholders reject the offer and not tender their shares. The Board of Directors believes that Signature REIT’s net asset value per share is above the offer price, and that this offer is not in the best interest of stockholders.

The Board of Directors believes this offer is an opportunistic attempt by the Purchasers to purchase shares at a discount and, as the Purchasers state, they are offering to purchase shares, “with the intention of making a profit from the ownership of the shares.” In their valuation of our shares, the Purchasers simply used the depreciated cost of the properties, as reported on Signature REIT’s balance sheet as of March 31, 2014, in estimating a share value. We believe that properties should not be valued at their depreciated cost, but rather appraised under current market conditions. Therefore, we believe the best way to value our shares is by engaging the services of a third-party appraisal firm. We intend to engage such a firm later this year and to publish a valuation by December 10, 2014. Although this third-party, appraisal-based valuation will not necessarily represent the price that might be realized on a sale of shares, we believe it will better reflect the value of our shares. Even without current third-party appraisals, however, we have sufficient information to determine that the Purchaser’s offer substantially understates the current value of our shares.

To reject the Purchaser’s offer, simply ignore it. You do not need to respond.

Your trust and confidence in Signature REIT are greatly appreciated. Should you have any questions about this tender offer or other matters, please phone our client services number, toll free, (855) 328-0109 or contact us via e-mail at Shareholder.Services@signaturereit.com.

Sincerely,

Douglas P. Williams

Chief Operating Officer

PO Box 219536, Kansas City, MO 64121-9536 855-328-0109 www.signaturereit.com