SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
___________________
Amendment No. 2
COLE CORPORATE INCOME TRUST, Inc.
(Name of Subject Company)
CMG LEGACY INCOME FUND, LLC, CMG INCOME FUND II, LLC, CMG LEGACY GROWTH FUND, LLC
CMG ACQUISITION CO., LLC AND CMG PARTNERS, LLC
(Bidders)
SHARES OF COMMON STOCK
(Title of Class of Securities)
None or unknown
(CUSIP Number of Class of Securities)
_______________________
| Mark Swenson | ||||
| CMG Partners, LLC | ||||
| 12828 Northup Way, Suite 110 | ||||
| Bellevue, WA 98005 | ||||
| (425) 376-0693 | ||||
(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Calculation of Filing Fee
| Transaction | Amount of | |
| Valuation* | Filing Fee | |
| $14,000,000 | $1,803.20 |
| * | For purposes of calculating the filing fee only. Assumes the purchase of 2,000,000 Shares at a purchase price equal to $7.00 per Share in cash |
| [X] | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $2,060.80 | |
| Form or Registration Number: SC TO-T | |
| Filing Party: CMG Partners, LLC | |
| Date Filed: November 4, 2014 | |
| [] | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates: | |
| [X] | third party tender offer subject to Rule 14d-1. |
| [] | issuer tender offer subject to Rule 13e-4. |
| [] | going private transaction subject to Rule 13e-3 |
| [] | amendment to Schedule 13D under Rule 13d-2 |
| Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] | |
AMENDMENT NO. 2 TO TENDER OFFER
This Amendment No. 2 to the Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) CMG LEGACY INCOME FUND, CMG INCOME FUND II, LLC, CMG LEGACY GROWTH FUND, LLC, CMG ACQUISITION CO., LLC, AND CMG PARTNERS, LLC (collectively the “Purchasers”) to purchase up to 2,000,000 shares of common stock (the “Shares”) in Cole Corporate Income Trust, Inc. (the “REIT”), the subject company, upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”) dated November 4, 2014 (“Offer Date”) and the related Agreement of Assignment and Transfer.
The Offer is being amended to clarify certain procedures for tendering Shares held in “street name.”
Item 12. Exhibits.
| (a)(1) | Amended Offer to Purchase dated November 12, 2014 |
| (a)(2) | Amended Agreement of Assignment and Transfer dated November 6, 2014* |
| (a)(3) | Amended Letter to Shareholders dated November 6, 2014* |
(a)(4) (a)(5) | Form of advertisement in Investor’s Business Daily* Letter to Street Name Shareholders dated November 6, 2014 |
| (b)- (h) | Not applicable. |
*Previously filed on November 4 and 6, 2014.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 12, 2014
CMG LEGACY INCOME FUND, LLC, CMG INCOME FUND II, LLC, CMG LEGACY GROWTH FUND, LLC
CMG ACQUISITION CO., LLC AND CMG PARTNERS, LLC
By: Mark Swenson, Manager
| By: | /s/ Mark Swenson |