UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 2005
SECURED INVESTMENT RESOURCES FUND, L.P. II
(Exact name of Registrant as specified in its charter)
Delaware 0-16798 36-3451000
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
199 S. Los Robles Ave., Suite 200 (626) 585-5920
Pasadena, CA 91101
(Address of principal executive offices) (Registrant's telephone number)
4200 Blue Ridge Blvd., Ste. LH-06, Kansas City, Missouri 64133
(Former Name or Former Address)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.01 Changes in Control of Registrant
On March 3, 2005, Millenium Management, LLC, a California limited liability
company ("Millenium") became the sole general partner of the Registrant,
assuming control from the prior general partners: James R. Hoyt and Secured
Investment Resources II, Inc.; pursuant to the vote of limited partners holding
a majority of the units of limited partnership interest and the approval of the
Court and court-appointed receiver in the case captioned Everest Management,
LLC, et al. v. James R. Hoyt, et al., (District Court, Johnson County, Kansas,
Case No. 03CV07056) (the "Litigation"). The Litigation involved the Registrant
and another limited partnership controlled by Mr. Hoyt, and certain terms of the
settlement are related to the foregoing change of control.
The principal terms of the Settlement Agreement were as follows.
All unit holders have been admitted as substitute limited partners with
respect to the units they currently hold, and upon the Effective Date of the
Settlement Agreement, the current general partners were removed and Millenium
became the successor general partner of the Registrant, in accordance with the
Registrant's limited partnership agreement and the majority vote received by
Millenium.
Mr. Hoyt signed a Promissory Note to repay all advances taken from the
Registrant, which amount is initially set at $2.5 Million but shall be adjusted
by auditors to ensure that Mr. Hoyt must repay all unrepaid loans or advances
made to him and any other amounts taken in contravention of the Registrant's
limited partnership agreement. The Promissory Note provides for repayment to be
made over ten (10 ) years, with interest being charged at a variable rate of the
Prime Rate plus one percent (1%).
All payments to be made by Millenium to Mr. Hoyt for his general partner
interest (as required by the Registrant's limited partnership agreement) and for
the units of limited partnership interest he owns shall be made directly to the
Registrant towards the amount owed by Mr. Hoyt.
Millenium does not own any limited partnership units, but affiliates of
Millenium owned 184 units prior to the Settlement Agreement, and an affiliate
acquired an additional 62 units as a result of the Settlement Agreement, which
together represent 0.46% of the 53,661 limited partnership units outstanding.
No material amount of monetary consideration was paid in connection with
the Settlement Agreement. Any amounts paid by Millenium or its affiliates were
paid from their cash on hand.
Other than the Settlement Agreement described above, there are no
arrangements or understandings between the former general partners and
Millenium, or any of their associates, regarding the Registrant.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SECURED INVESTMENT RESOURCES FUND, L.P. II
By: Millenium Management, LLC, General Partner
By: /s/ W. Robert Kohorst
-------------------------
W. Robert Kohorst, President
Date: March 8, 2005