-----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, SaI/9FQjUSlxFCpSe80EDfeOiSzJdjqRoV9Z0QTVIGsbVsO+N2tBbR1nKpfKIOrq A9lg1/gxq9+7wHiSBbto5w== 0001072761-05-000033.txt : 20060929 0001072761-05-000033.hdr.sgml : 20060929 20051129184449 ACCESSION NUMBER: 0001072761-05-000033 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051130 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: 051233067 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_sctota112905.txt AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE TO (Amendment No. 2) 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. 2 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 Thursday, December 1, 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: APPENDIX A Part II - Item 2. Properties The first paragraph of the Item is amended and replaced in its entirety with the following. "The Partnership owns, directly and indirectly, three properties. Sunwood Village The Partnership was the sole limited partner of Sunwood Village Joint Venture, L.P., which owns the Sunwood Village Apartments, located in Las Vegas, Nevada. Sunwood Village has 252 units and, as of June 30, 2005, was approximately 93.3% occupied and had gross scheduled rents of $2,173,944 per annum. The property secures a first mortgage loan with an outstanding principal balance of approximately $9,579,000, an interest rate of 7.125%, and a 30-year amortization schedule. The loan is due in 2006, requires a balloon payment of approximately $9,462,000, and may be prepaid only upon a defeasance of the loan. In order to reinstate the mortgage loan on Sunwood Village in 2005, the Partnership negotiated to pay the lender $800,000 to compromise and settle the default interest and penalty charges accumulated as a result of the Partnership's loan default. To fund such amount, Class A limited partner interests were issued by the Sunwood Village Joint Venture, L.P. to affiliates of Millenium and the property's independent management company, on terms that require a preferential repayment and preferred return before the Partnership receives any proceeds as a limited partner of the Sunwood Village Joint Venture, L.P. Oak Terrace The Partnership is the sole limited partner of Oak Terrace Joint Venture, L.P., which owns the Oak Terrace Retirement Apartments, located in Springfield, Illinois. Oak Terrace has 129 units and, as of June 30, 2005, was 85.3% occupied and had gross scheduled rents of $1,258,980 per annum. The property secures a letter of credit in the amount of $9,087,500, which secures interest-only bonds with an original principal amount of $9,000,000, issued in 1999. The interest rate of the bonds is variable and changes weekly. The terms of the letter of credit require the Partnership to limit its exposure to an increase in interest rates by purchasing an interest rate cap each year for the following one year period. The Partnership purchases such an interest rate cap each year, and makes monthly payments into a sinking fund for a principal reserve. The letter of credit expires in 2009, at which point the principal reserve should be approximately $1,240,000 and the bonds will be repaid or refinanced. Bayberry Crossing The Partnership directly owns Bayberry Crossing Shopping Center in Lee's Summit, Missouri, which has 56,113 Sq. Ft. and, as of June 30, 2005, had 20 tenants, occupying approximately 87% of the rentable square feet, with an average rent of $10.08 per Sq. Ft. The property secures a first mortgage loan with an outstanding principal balance of approximately $2,415,000, an interest rate of 6.5%, and a 18.8-year amortization schedule. The loan is due at the end of 2005, requires a balloon payment of approximately $2,392,000, and may be prepaid. The Partnership is in the process of refinancing the loan, but does not expect such refinancing to generate any proceeds in excess of the amount needed to repay the current debt and fund capital replacement and repair reserves required for the new loan." ITEM 12. EXHIBITS. 12.7 Press Release dated and issued November 29, 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 29, 2005 MILLENIUM MANAGEMENT, LLC By: /S/ W. ROBERT KOHORST -------------------------- W. Robert Kohorst President EX-99 3 sir2_sctota112905pressrel.txt EXH 12.7 PRESS RELEASE 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 29, 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 Thursday, December 1, 2005. The offer was previously scheduled to expire at 5:00 p.m. Los Angeles time on Tuesday, November 29, 2005. To date, Millenium reported the approximate number of limited partnership interests deposited to be 3125.33 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 TEL: 626-585-5920 FAX: 626-585-5929 November 29, 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 letter of November 18, 2005. Numbered paragraphs below correspond to the numbered paragraphs in your letter. 1. 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. We believe that the information we provided is quite adequate for an understanding of the status and operations of the properties and for Unit Holders to make and informed investment decision. We also believe that the information that has already been provided is typical compared to the disclosure that we observe being made in other offers for these types of partnerships. We do not believe historical property performance data would be material to Unit Holders, especially beyond the most recent periods. Typically, property value analysis uses recent data to get a reasonable Net Operating Income amount for the property, and then applies a capitalization rate to estimate a market value, and then makes appropriate adjustments from there. The bidder has provided such an analysis in "Determination of Offer Price." Also, because the properties were managed by the former general partner's affiliate until March 2005, the former general partner was removed in a hostile process, and the former general partner and its management affiliate did an abysmal job of record-keeping and accounting, reliable historical data is not available to the Purchaser without undue time and expense, if at all, notwithstanding the fact that the Purchaser is the current general partner. Nonetheless, in response to the comment, the section identified in the comment is being amended and we have added more information along the lines of that described in Items 14 and 15 of Form S-11, to the extent it was available. 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 note that we have extended the expiration date of the offer to allow time for the Staff to consider our response before the offer expires. 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-----