SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
National Real Estate Limited Partnership Income Properties
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(Name of Subject Company [Issuer])
Millenium Management, LLC (offeror)
Everest Properties II, LLC (other person)
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(Filing Persons)
Units of Limited Partnership Interests
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(Title of Class of Securities)
None
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(CUSIP Number of Class of Securities)
Christopher K. Davis
199 S. Los Robles Ave., Suite 440
Pasadena, CA 91101
Telephone (800) 611-4613
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
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Transaction Valuation: $630,000 (1) Amount of Filing Fee: $126
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(1) Calculated as the product of the number of Units on which the Offer is made
and the gross cash price per Unit.
[ ] 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: [ ]
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This Tender Offer Statement on Schedule TO (this "Statement") relates to an
offer by Millenium Management, LLC ("Millenium" or the "Purchaser"), a
California limited liability company, to purchase up to 3,000 units ("Units") of
limited partnership interests in National Real Estate Limited Partnership Income
Properties, a Wisconsin limited partnership (the "Partnership") at a cash
purchase price of $210 per Unit, without interest, less the amount of
Distributions (as defined in the Offer to Purchase (as defined herein)) per
Unit, if any, made to Unit Holders by the Partnership after April 9, 2001, and
less any Partnership transfer fees, which the Partnership advises Purchaser are
$50.00 per transfer (regardless of the number of Units transferred), upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
April 10, 2001, as it may be supplemented or amended from time to time (the
"Offer to Purchase"), and the related Agreement of Transfer and Letter of
Transmittal, as it may be supplemented or amended from time to time (the "Letter
of Transmittal," which, together with the Offer to Purchase, constitutes the
"Offer"), copies of which are filed as Exhibits 12.1 and 12.2 hereto,
respectively. Capitalized terms used but not defined herein have the meaning
ascribed to them in the Offer to Purchase.
ITEM 1. SUMMARY TERM SHEET.
Reference is hereby made to the information set forth on the cover page of
the Offer to Purchase, which is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company is National Real Estate Limited
Partnership Income Properties, a Wisconsin limited partnership (the
"Partnership"). The address of the Partnership's principal executive offices is
1155 Quail Court, Pewaukee, Wisconsin. The Partnership's telephone number is
(262) 695-1400.
(b) The classes of equity securities to which this Statement relates are
Units of Limited Partnership Interests in the Partnership. Reference is hereby
made to the information set forth in the "Description of the Offer" and "Certain
Information Concerning the Partnership -- Outstanding Units" of the Offer to
Purchase, which is incorporated herein by reference.
(c) Reference is hereby made to the information set forth in the
"Description of the Offer" and "Determination of Purchase Price - Trading
History of the Units" of the Offer to Purchase, which is incorporated herein by
reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
Reference is hereby made to the information set forth in the "Certain
Information Concerning the Purchaser" and Schedule I concerning the directors
and executive officers of Millenium ("Directors and Executive Officers") of the
Offer to Purchase, 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 Directors and Executive Officers, has been
(i) convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a judicial or administrative proceeding that
resulted in 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.
Reference is hereby made to the information set forth in the "Description
of the Offer," "Details of the Offer," Effects of the Offer" and "Certain
Federal Income Tax Matters" of the Offer to Purchase, which is incorporated
herein by reference.
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ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(A) None.
(b) Reference is hereby made to the information set forth in "Certain
Information Concerning the Purchaser - Prior Acquisitions of Units and Prior
Contact" of the Offer to Purchase, which is incorporated herein by reference.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a), (c)(1) - (c)(7) Reference is hereby made to the information set forth
in "Description of the Offer," "Purpose 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 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Reference is hereby made to the information set forth in "Certain
Information Concerning the Purchaser - Source of Funds" of the Offer to
Purchase, which is incorporated herein by reference.
(b), (d) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Reference is hereby made to the information set forth in "Certain
Information Concerning the Purchaser - Prior Acquisitions of Units and Prior
Contacts" and " - General" of the Offer to Purchase, which is incorporated
herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
Reference is hereby made to the information set forth in "Certain Legal
Matters - Fees and Expenses" of the Offer to Purchase, which is incorporated
herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
Certain selected information regarding the Partnership is set forth in
Appendix A - Part II of the Offer to Purchaser and is incorporated herein by
reference.
Certain information regarding Purchaser's method of financing the Offer and
the Purchaser's financial condition is set forth in "Certain Information
Concerning the Purchaser - Source of Funds" and Appendix B of the Offer to
Purchaser and is incorporated herein by reference. Audited financial statements
of the Purchaser are not available because the Purchaser does not have them
prepared in the ordinary course of business. The incorporation by reference in
this Item of the above-referenced information does not constitute an admission
that such information is material to a decision by a holder of the Units as to
whether to sell, tender or hold Units.
ITEM 11. ADDITIONAL INFORMATION.
(a) Reference is hereby made to the information set forth in "Certain
Information Concerning the Purchaser" and "Future Plans of the Purchaser" of the
Offer to Purchase, which is incorporated herein by reference.
(b) Reference is hereby made to the entire text of the Offer to Purchase
and the related Letter of Transmittal, which are incorporated herein by
reference.
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ITEM 12. EXHIBITS.
12.1 Offer to Purchase, dated April 10, 2001.
12.2 Agreement of Transfer and Letter of Transmittal, with Instructions.
12.3 Summary Publication.
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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: April 9, 2001
MILLENIUM MANAGEMENT, LLC
By: /S/ W. ROBERT KOHORST
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W. Robert Kohorst
President
EVEREST PROPERTIES II, LLC
By: /S/ W. ROBERT KOHORST
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W. Robert Kohorst
President
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