-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AXFkQS3A1sMUOeV+zDtpnEVZw756kqJabHekLKLRQDXcO6GkFJ+A0Qu0hIhdR3Y9 z6esDLwStXs3CfaR37rjcg== 0001072761-05-000017.txt : 20050517 0001072761-05-000017.hdr.sgml : 20050517 20050516182745 ACCESSION NUMBER: 0001072761-05-000017 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050517 DATE AS OF CHANGE: 20050516 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SECURED INVESTMENT RESOURCES FUND LP II CENTRAL INDEX KEY: 0000797331 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 363451000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80677 FILM NUMBER: 05836611 BUSINESS ADDRESS: STREET 1: 199 S. LOS ROBLES AVENUE STREET 2: SUITE 200 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 626-585-5920 MAIL ADDRESS: STREET 1: 199 S. LOS ROBLES AVENUE STREET 2: SUITE 200 CITY: PASADENA STATE: CA ZIP: 91101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLENIUM MANAGEMENT LLC CENTRAL INDEX KEY: 0001072761 IRS NUMBER: 954710593 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 199 S. LOS ROBLES AVE STREET 2: SUITE 200 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6265855920 MAIL ADDRESS: STREET 1: 199 S. LOS ROBLES AVE STREET 2: SUITE 200 CITY: PASADENA STATE: CA ZIP: 91101 FORMER COMPANY: FORMER CONFORMED NAME: MILLENIUM INVESTORS 2 LLC DATE OF NAME CHANGE: 19981028 SC TO-T/A 1 sir2_sctota051605amd1.txt SC TO-T/A SIR II AMENDMENT 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE TO (Amendment No. 1) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Secured Investment Resources Fund, L.P. II - -------------------------------------------------------------------------------- (Name of Subject Company [Issuer]) Millenium Management, LLC (offeror) - -------------------------------------------------------------------------------- (Filing Persons) Units of Limited Partnership Interest - -------------------------------------------------------------------------------- (Title of Class of Securities) None - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Christopher K. Davis Everest Properties II, LLC 199 S. Los Robles Ave., Suite 200 Pasadena, CA 91101 Telephone (626) 585-5920 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation: $2,000,000(1) Amount of Filing Fee: $400(2) - -------------------------------------------------------------------------------- (1) Calculated as the product of the number of Units on which the Offer is made and the gross cash price per Unit. (2) Already paid. [ ] 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: Not Applicable Filing party: Not Applicable Form or registration no.: Not Applicable Date filed: Not Applicable [ ] Check 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: [ ] This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") filed by Millenium Management, LLC ("Millenium" or the "Purchaser"), a California limited partnership, to purchase up to 20,000 units ("Units") of limited partnership interests in Secured Investment Resources Fund, L.P. II (the "Partnership"), as set forth in the Schedule TO. Capitalized terms used but not defined herein have the meaning ascribed to them in the Offer to Purchase filed as Exhibit 12.1 to the Schedule TO (the "Offer to Purchase"). ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON. Item 3 of the Schedule TO is amended and restated in its entirety as follows. Reference is hereby made to the information set forth in the "Certain Information Concerning the Purchaser" and Schedule I of the Offer to Purchase concerning the executive officers ("Executive Officers") of Millenium and its manager, Everest Properties II, LLC ("EPII"), which is incorporated herein by reference. During the last five years, none of the Purchaser or, to the knowledge of the Purchaser, any of the Executive Officers, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws. ITEM 4. TERMS OF THE TRANSACTION. The Offer, withdrawal rights and proration period will expire at 5:00 p.m., Los Angeles time, on Thursday, May 26, 2005, unless the Offer is extended. ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. Item 5 of the Schedule TO is amended and restated in its entirety as follows. (a) None. (b) Reference is hereby made to the information set forth in "Background of the Offer" and "Certain Information Concerning the Purchaser - Prior Acquisitions of Units and Prior Contacts" of the Offer to Purchase, which is incorporated herein by reference. ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS. Item 6 of the Schedule TO is amended and restated in its entirety as follows. (a), (c)(1) - (c)(7) Reference is hereby made to the information set forth in "Summary of the Offer," "Future Plans of the Purchaser" and "Effects of the Offer" of the Offer to Purchase, which is incorporated herein by reference. Except as set forth in the Offer to Purchase, the Purchaser does not have any present plans or proposals which would relate to, or would result in, any transaction, change or other occurrence with respect to the Partnership or the Units as is listed in paragraphs (c)(1) through (c)(7) of Item 1006 of Regulation M-A. ITEM 11. ADDITIONAL INFORMATION. Reference is hereby made to the entire text of the Letter to Unit Holders dated May 13, 2005, filed as Exhibit 12.6 hereto, which is incorporated herein by reference. The response to Item 11 is hereby amended and supplemented with the following changes to the Offer to Purchase: DETAILS OF THE OFFER 5. Withdrawal Rights. The phrase "including extension by the Purchaser of the Expiration Date," is hereby deleted from the second sentence of the first paragraph of the section. ITEM 12. EXHIBITS. 12.7 Letter to Unit Holders dated May 13, 2005. 12.8 Press Release dated May 16, 2005. SIGNATURE 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: May 16, 2005 MILLENIUM MANAGEMENT, LLC By: /S/ W. ROBERT KOHORST -------------------------- W. Robert Kohorst President EX-99 3 sir2_sctota051605exh1.txt LETTER TO UNIT HOLDERS May 16, 2005 TO UNIT HOLDERS OF SECURED INVESTMENT RESOURCES FUND, L.P. II Re: Supplemental Information Regarding Offer to Purchase Units for $100 Per Unit Dear Unit Holder: We are writing to provide you with updated and supplemental information regarding our Offer to Purchase up to 20,000 Units of limited partnership interests in Secured Investment Resources Fund, L.P. (the "Partnership"), dated April 20, 2005. Sunwood Village. The foreclosure of the Sunwood Village Apartments was postponed and is currently scheduled for June 7, 2005. However, through our discussions with the lender, we currently believe that we will be able to make an agreement which will prevent any foreclosure based on the past loan defaults. The current proposed agreement would require the Partnership to borrow approximately $1.4 Million from an affiliate of Millenium that is willing to make such a loan. No assurances can be given regarding such an agreement. There have been no further developments in the litigation with Mega Ventures described in the Offer to Purchase. Additional Property Data. Bayberry Crossing Shopping Center in Lee's Summit, Missouri, has 56,113 Sq. Ft. As of the date of this letter, the property had 20 tenants, occupying approximately 85% of the rentable square feet, with an average rent of $10.22 per Sq. Ft. The property has no anchor tenant or single tenant that occupies more than 10% of the rentable square feet. Oak Terrace Retirement Apartments in Springfield, Illinois, has 129 units and, as of the date of this letter, the property was 85.3% occupied. Sunwood Village Apartments in Las Vegas, Nevada, has 252 units and, as of the date of this letter, the property was 92.5% occupied. Please note that the Offer is $100 per Unit in cash. Also, you may be able to obtain a tax benefit if you have accumulated passive losses that you can use once you have disposed of your investment in the Partnership; you should consult your tax advisor about this possibility. We urge you to read the Offer to Purchase completely and to return your completed Agreement of Transfer and Letter of Transmittal promptly (yellow form) in the envelope provided. The Offer is now scheduled to expire on May 26, 2005. For answers to any questions you might have regarding these materials or our Offer, or assistance in the procedures for accepting our Offer and tendering your Units, please contact us at (800) 611-4613 (toll free). Very truly yours, MILLENIUM MANAGEMENT, LLC EX-99 4 sir2_sctota051605exh2.txt PRESS RELEASE MILLENIUM MANAGEMENT, LLC 199 S. Los Robles Avenue, Suite 200 Pasadena, CA 91101 CONTACT: Chris Davis or Stacey McClain (626) 585-5920 FOR IMMEDIATE RELEASE PASADENA, CALIFORNIA, May 16, 2005 - Millenium Management, LLC today announced that it has extended the expiration date of its outstanding tender offers for limited partnership interests in Secured Investment Resources Fund, L.P. and Secured Investment Resources Fund, L.P. II. The expiration date for each tender offer has been extended to 5:00 p.m., Los Angeles time, on Thursday, May 26, 2005. Each offer was previously scheduled to expire at 5:00 p.m. Los Angeles time on Thursday, May 19, 2005. To date, Everest reported the approximate number of limited partnership interests deposited to be 1,706 in Secured Investment Resources Fund, L.P. and 6,737 in Secured Investment Resources Fund II, L.P., in response to the offer. For further information, please contact Millenium Management at (800) 611-4613. -----END PRIVACY-ENHANCED MESSAGE-----