SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.1)
National Real Estate Limited Partnership Income Properties
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(Name of Subject Company [Issuer])
Millenium Management, LLC (offeror)
Everest Properties II, LLC (offeror)
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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: [X]
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, and Everest
Properties II, LLC, a California limited liability company ("Everest") 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"), 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 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 8 is hereby supplemented as follows:
The Offer expired pursuant to its terms at 5:00 p.m. Los Angeles time, on
Wednesday, May 9, 2001. The Purchaser received 209.81 Units that were validly
tendered and not withdrawn, all of which were accepted for payment. Once the
Partnership has confirmed that the Units have been transferred to the Purchaser,
as a result of the Offer, the Purchaser will own approximately 2.3% of the
outstanding Units.
ITEM 11. ADDITIONAL INFORMATION.
The response to Item 11 is hereby amended and supplemented as follows:
OFFER TO PURCHASE -- Definition of "Expiration Date"
All references in the Offer to Purchase to the Expiration Date for the
Offer of "Monday, May 9, 2001" are hereby amended and corrected to
"Wednesday, May 9, 2001."
DETAILS OF THE OFFER -- 6. Extension of Tender Period; Termination;
Amendment.
In the Offer to Purchase: DETAILS OF THE OFFER; 6. Extension of Tender
Period; Termination; Amendment; first paragraph; the second bullet point is
hereby amended and restated in its entirety as follows:
o to terminate the Offer and not accept for payment any Units not
already accepted for payment upon the occurrence of any of the
conditions specified in Section 7 herein;
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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: May 10, 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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