-----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, CtGdJ7ESl7xLR2+OZsrQp9QX5TVMO9jKlsYFrLtUFvxJ4kKMhwq3VD8/R60o1grj w2h4gUDi1h4hxgqXqN5iMw== 0001072761-05-000031.txt : 20060929 0001072761-05-000031.hdr.sgml : 20060929 20051114195421 ACCESSION NUMBER: 0001072761-05-000031 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051115 DATE AS OF CHANGE: 20051215 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: 051204213 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_sctota111405amd1.txt AMD NO.1 SIR II 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 Millenium Management, 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: $1,100,000(1) Amount of Filing Fee: $220(2) - -------------------------------------------------------------------------------- (1) Calculated as the product of the 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 liability company, to purchase up to 11,000 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. ITEM 4. TERMS OF THE TRANSACTION. The Offer, withdrawal rights and proration period will expire at 5:00 p.m., Los Angeles time, on Tuesday, November 29, 2005, unless the Offer is extended. ITEM 11. ADDITIONAL INFORMATION. The response to Item 11 is hereby amended and supplemented with the following changes to the Offer to Purchase: [Cover Page] The fourth sentence of the first full paragraph is hereby replaced in its entirety with: "This Offer is not subject to brokerage commissions and is not conditioned upon financing." DETAILS OF THE OFFER 6. Extension of Tender Period; Amendment. The last sentence of the Section is hereby deleted in its entirety. CERTAIN INFORMATION CONCERNING THE PARTNERSHIP In each of the last two sentences of the first paragraph, the address of the Commission is hereby restated as: Station Place, 100 F Street, N.E., Washington, D.C. 20549. DETERMINATION OF OFFERING PRICE Purchaser's Estimate of Property Values In the third sentence of the first paragraph, "$400" is hereby replaced with "$400 per apartment unit". The phrase "for Bayberry" is hereby added to the end of the penultimate sentence of the first paragraph. CERTAIN INFORMATION CONCERNING THE PARTNERSHIP Prior Acquisitions of Units and Prior Contacts The word "unrepaid" in the penultimate sentence of the second paragraph is hereby replaced with the word "outstanding". EFFECTS OF THE OFFER Influence Over Future Voting Decisions The following sentence is hereby added to the Section: "If Purchaser acquired 11,000 Units pursuant to the Offer, Purchaser and its affiliates would hold 48.3% of the outstanding Units." APPENDIX A Part II - Item 2. Properties The following supplemental information is provided: "On June 30, 2005, the Sunwood Village Apartments was approximately 93.3% occupied." ITEM 12. EXHIBITS. 12.7 Press Release dated and issued November 14, 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: November 14, 2005 MILLENIUM MANAGEMENT, LLC By: /S/ W. ROBERT KOHORST -------------------------- W. Robert Kohorst President EX-99 3 sir2_sctota111405pressrel.txt EXH 12.7 PRESS RELEASE DTD NOV 14 2005 PRESS RELEASE - PRESS RELEASE - PRESS RELEASE - PRESS RELEASE Page 1 of 1 MILLENIUM MANAGEMENT, LLC 199 S. Los Robles Avenue, Suite 200 Pasadena, CA 91101 CONTACT: Chris Davis or Stacey McClain of Everest Properties II, LLC (626)585-5920 FOR IMMEDIATE RELEASE PASADENA, CALIFORNIA, November 14, 2005 - Millenium Management, LLC today announced that it has extended the expiration date of its outstanding tender offer for limited partnership interests in Secured Investment Resources Fund, L.P. II. The expiration date for the tender offer has been extended to 5:00 p.m., Los Angeles time, on Tuesday, November 29, 2005. The offer was previously scheduled to expire at 5:00 p.m. Los Angeles time on Tuesday, November 15, 2005. To date, Millenium reported the approximate number of limited partnership interests deposited to be 2,836 in response to the offer. For further information, please contact Millenium Management at (800) 611-4613. CORRESP 4 filename4.txt EVEREST 199 S. LOS ROBLES AVE., #200 PASADENA, CA 91101 November 14, 2005 Via Facsimile: (202) 772-9203 and submitted via EDGAR Daniel F. Duchovny Office of Mergers and Acquisitions Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-3628 Re: Secured Investment Resources Fund, L.P. II (the "Partnership") Schedule TO-T and 14D-9 filed by Millenium Management, LLC on October 13, 2005; File No. 005-80677 Dear Mr. Duchovny: This letter responds to the Staff's comments conveyed in your letters of October 21, 2005 and October 28, 2005. Numbered paragraphs below correspond to the numbered paragraphs in your letter. October 28 Letter 1. We believe that Unit Holders have all the available material information that is relevant to the tender offer. Most importantly, Unit Holders have all the material information that the offeror has, so that they can make their decision to tender or hold with the same material information that the offeror has in deciding to purchase such Units. Although it has not been audited, we are not aware of any material inaccuracies in the financial information provided, and it is the best information available with which to make investment decisions. Unlike public operating companies, the Partnership's value at any given time is derived entirely from the market value of its real estate holdings. We believe that most Unit Holders compare the offer price to what they believe they would receive if the Partnership were to be liquidated, as well as consider whether they wish to hold an otherwise illiquid investment. The offeror has provided comprehensive disclosure in the "Determination of Offer Price" section of the Offer to Purchase, which will allow a Unit Holder to evaluate the offeror's estimates of value and compare them to the Unit Holder's views. Accordingly, we believe that Unit Holders have sufficient information to make an informed decision on whether to tender or hold their Units. The former general partner mismanaged this Partnership's assets egregiously; and he failed to file reports with the SEC for many years, provide any financial statements to Unit Holders, and misappropriated over $2.5 million of Partnership funds for his personal use. One of the consequences of the failure of the former general partner to make SEC filings was that the Unit Holders did not have access to the limited avenues of liquidity that exist for other registered, unlisted partnerships, such as matching services and third-party tender offers, because of the absence of financial information available to prospective buyers. In response to a letter dated September 22, 2005 from Michael Ferraro, Office of Enforcement Liaison in the Division of Corporation Finance, our counsel, Gibson, Dunn & Crutcher, contacted Mr. Ferraro to discuss the unusual history and circumstances of the Partnership and our intention to have the Partnership resume the filing of its Exchange Act reports as soon as practicable. As discussed with Mr. Ferraro, we will contact the Office of Chief Accountant in the Division of Corporation Finance to discuss how best to resume the filing of audited financial statements in light of the substantial difficulties that the Partnership faces in complying with the requirements of Regulation S-X, particularly in light of the mismanagement by the former general partner and the length of time since the Partnership's last audit: the 1998 financial statements. In the meanwhile, there are a substantial number of investors who wish to obtain liquidity for their investments in the current tax year to utilize losses and eliminate the need for Schedule K-1s for later tax years. We do not have any current plan to take the Partnership private. Otherwise, the offeror's plans regarding the Partnership are described in "Future Plans of the Purchaser." October 21 Letter 1. In response to the comment, the sentence identified in the comment is being amended. 2. We respectfully disagree that the section identified in the comment states that we will make a price reduction if a distribution is made; however, to avoid any possible confusion, the statement identified in the comment is being deleted. 3. We respectfully submit that the summary complies with Item 1001 of Regulation M-A. Please note Instruction 1 to such Item. 4. In response to the comment, the statement identified in the comment is being amended. 5. In response to the comment, the statements identified in the comment are being amended. 6. In response to the comment, the statement identified in the comment is being amended. 7. Because the Purchaser is the general partner of the Partnership, it is aware of any other transfers in the last twelve months and knew at the time of the prior filing that there was no actual risk of exceeding 50% in the last 12-month period, even if this Offer were fully subscribed. Nothing has changed in that regard, and the response to the Offer to date makes it apparent that there continues to be no risk of exceeding 50% in the last 12-month period. Therefore, we respectfully suggest that there would be no benefit to adding disclosure to address that hypothetical situation, since we know it will no occur. 8. In response to the comment, the section identified in the comment is being amended. 9. In response to the comment, the section identified in the comment is being amended. However, we note that the guidance provided by Section III.B.I of Release No. 34-43069 does not suggest that a bidder should meet each and every requirement of Items 14 and 15 or cover the same historical period. For apartment properties, average rent per square foot is not data that is developed in the ordinary course of business. Also, we do not believe historical property performance data would be material to Unit Holders, and such information is not available without undue expense, if at all, because the properties were managed by the former general partner's affiliate until March 2005. Closing paragraphs: While acknowledging the Staff's positions, and without implying any specific issue with such position, we respectfully decline to make the statements requested. There is no requirement that we do so. To the extent the requested statements are accurate statements of applicable law, there is no reason to obtain from bidders a recitation of such law. To the extent the statements go beyond applicable law or reflect interpretations of law that may be open to dispute, it would not be fair or appropriate to require bidders to make statements that might prejudice their right to take a contrary position at some later time, if the occasion arose. We are filing an amendment concurrently with this letter. We do not believe that the amendment materially changes the information already provided to the Unit Holders. Please contact the undersigned if you have any questions regarding our responses to the Staff's comments and to advise us if the Staff has any further comments. Very truly yours, /S/ CHRISTOPHER K. DAVIS ------------------------ Christopher K. Davis Vice President and General Counsel CKD:ckd Enclosures with fax copy cc w/e: James Moloney, Esq. (e-mail) -----END PRIVACY-ENHANCED MESSAGE-----