U.S. Securities and Exchange Commission
Washington, D.C. 20549
NOTICE OF EXEMPT SOLICITATION
Submitted pursuant to Rule 14a-6(g)
1. Name of the Registrant:
Piedmont Office Realty Trust, Inc.
2. Name of person relying on exemption:
Lex-Win Acquisition LLC
3. Address of person relying on exemption:
Two Jericho Plaza
Wing A, Suite 111
Jericho, New York 11753
4. Written materials. Attach written materials required to be submitted
pursuant to Rule 14a-6(g)(1):
The attached letter was issued on December 4, 2007.
LEX-WIN ACQUISITION LLC
Two Jericho Plaza
Wing A, Suite 111
Jericho, New York 11753
December 4, 2007
THERE IS STILL TIME TO VOTE NO TO
ENSURE YOUR PROMISED SHARE LIQUIDITY
To our fellow Piedmont stockholders, banks, brokers and financial advisors:
As you know, at the annual meeting of stockholders of Piedmont Office
Realty Trust, Inc. ("Piedmont"), scheduled for December 13, 2007, you and your
clients are being asked to vote on three items, one of which would extend the
date on which Piedmont's common shares are to be listed on any national exchange
for up to three years. By now you know that we are opposed to this proposal
primarily because the listing of the shares would create immediate liquidity for
stockholders rather the perpetuating three more years of illiquidity. Management
has tried to confuse this issue by raising the current credit market
uncertainties as well as stating that a market value is not reflective of
underlying asset value.
As we have advised in prior correspondence:
o Credit markets and stock market turbulence as well as
underlying net asset value is entirely irrelevant to this
issue since no stockholder is required to sell their shares
upon a listing.
o A listing creates liquidity which enables the stockholders to
decide when to buy or sell shares, not when Piedmont's
management permits. The share redemption plan only provides
very limited liquidity as it is limited in the number of
shares that can be redeemed and restricts who can elect to
have their shares redeemed.
o A listing enables all stockholders who desire to sell their
shares to do so without any restrictions, whereas the share
redemption plan favors living stockholders over estate
stockholders.
o A listing permits the market to set the per share price, not
management. The share redemption plan sets the per share price
at the amount paid by the stockholder less any capital
distributions (presently an amount that does not exceed $8.38,
and which is $0.92 less than the $9.30 tender price we offered
and which management recommended against accepting).
o The share redemption plan pits selling stockholders against
non-selling stockholders. If the value of Piedmont's assets
have appreciated, the redeeming stockholder loses and the
non-redeeming stockholders benefit. Conversely, if the value
of Piedmont's assets have depreciated, the redeeming
stockholder benefits and all of the non-redeeming stockholders
lose.
We understand that a number of you feel a certain loyalty to existing
management. We are not asking you to be disloyal but only request that they be
required live up to their original promises to you and your clients. Vote No to
ensure that you will have the right to sell your Piedmont shares when you want
to and at the price you want, not when management allows it and at a price that
does not enable you to share in any appreciation in value of Piedmont's
property.
We thank you for your careful consideration of this most important matter.
If you have any questions, please contact Mackenzie Partners, Inc. toll-free at
(800) 322-2885 or (212) 929-5500 (collect).
Sincerely,
LEX-WIN ACQUISITION LLC
/s/ Michael L. Ashner
Michael L. Ashner
Chief Executive Officer