SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) Securities
Exchange Act of 1934
(Amendment No. 2)
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
SECURED INVESTMENT RESOURCES FUND, L.P.
(Name of Registrant as Specified in Its Charter)
Everest Properties II, LLC
Millenium Management, LLC
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined.)
(4) Proposed maximum aggregate value of transaction: (5) Total Fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.: (3) Filing party: (4)
Date filed:
Everest Properties II, LLC
Millenium Management, LLC
155 N. Lake Avenue, Suite 1000
Pasadena, CA 91101
May 26, 2004
To the Limited Partners of
Secured Investment Resources Fund, L.P. ("SIR1") and
Secured Investment Resources Fund, L.P. II ("SIR2") (the "Partnerships")
Re: Electing a New General Partner;
Do Not Leave James R. Hoyt To Liquidate Your Partnership
Dear Limited Partner:
We have spoken with many limited partners and the most frequent subject of
our conversations has been the liquidation of the Partnerships. We wish to
further address the widespread desire for limited partners to see their
investment liquidated, and further explain why we believe you are better off
having Millenium, a professional property investor, replace the current general
partner even if your most desired result is a prompt liquidation. We believe
that many investors have the following questions, which we wish to answer in
this letter.
Q: Why should we elect a new general partner when we just want the partnership
to liquidate?
A: Millenium believes Mr. Hoyt has disregarded the best interest of the
limited partners in favor of his own personal interests - he took $2.5
Million from SIR2 instead of distributing that money to limited partners
who had received no distributions for years! Given his past conduct, we
believe Mr. Hoyt should not be trusted. Do you want a general partner who
misappropriated money from at least one of the Partnerships to be in
control of the liquidation proceeds if properties are actually sold? To use
a different analogy, if your bank took money from your account for its own
use, would you sit idly by and trust that they would someday return it or
would you take action to get your money back immediately and find a new
bank with which to do business? This is the same situation; we entrusted
someone to manage our investment that has been caught taking money that
does not belong to him.
Also, we do not believe Mr. Hoyt can do a competent job of liquidating the
properties. In March, he signed a contract to sell one property in SIR2,
Sunwood Apartments in Las Vegas, for a price we believe is significantly
below its full market value. It appears the price was determined without
any marketing effort whatsoever. We do not know if the buyer was affiliated
with Mr. Hoyt, or had a "side deal" to compensate Mr. Hoyt individually,
which might explain the "sweetheart" price, but those are the kinds of
concerns we should all have with leaving Mr. Hoyt in charge of the
Partnerships or in charge of a liquidation. Millenium has been advised that
there is now a dispute over whether or not the contract was terminated and
that the buyer has threatened litigation to force a sale (more evidence
that the price was very low, - otherwise, it would not be worth it to the
buyer to sue to force a sale).
Q: If I vote to remove Mr. Hoyt as general partner, but not to elect Millenium
- doesn't that force you (Millenium) to liquidate the Partnership?
A: NO, IT WOULD LEAVE MR. HOYT IN CHARGE OF A LIQUIDATION, which we believe is
simply unacceptable. The limited partnership agreements of the Partnerships
provide that if the general partners are removed and not replaced, that
triggers a liquidation, but Mr. Hoyt would then be in charge of that
liquidation, not Millenium. Also, there is no required period of time for
the liquidation to be completed, so Mr. Hoyt could drag out a liquidation
for a much longer time than it will take Millenium to provide limited
partners with a liquidity opportunity after Millenium takes control of the
Partnership. In our view, there is no reason to trust Mr. Hoyt to act in
anything other than his own self interest when it comes to these
Partnerships.
Q: Why will Millenium be an effective General Partner?
A: Millenium will provide you with the fair market value information you need
to make a sound decision about the future of your investment in the
Partnerships. Millenium will provide liquidity for limited partners within
six months of taking over. Millenium will analyze the Partnerships'
financials to determine the extent of the improper use of funds during the
years the Partnerships have not issued financial reports to you. Millenium
will seek to collect from Mr. Hoyt any misappropriated or misapplied
Partnership funds. Millenium will provide you with regular reports on the
financial condition of the Partnerships.
If you have previously voted and do not wish to change your vote, there is
no need to return an additional Consent. If you have not yet voted, you may be
contacted by Millenium representatives who will encourage you to vote and will
try to answer any questions you may have. Millenium has engaged the services of
D.F. King, a professional proxy solicitor, to contact limited partners. The fees
for their services and related expenses, estimated to be about $15,000, will be
paid by Millenium without seeking any reimbursement of such expense from the
Partnerships.
Please review the entire Consent Solicitation Statement dated April 5, 2004
we previously sent to you and VOTE TO REPLACE THE CURRENT GENERAL PARTNERS WITH
MILLENIUM. YOUR VOTE IS IMPORTANT. FAILURE TO VOTE WILL HAVE THE SAME EFFECT AS
A VOTE AGAINST THE PROPOSALS.
We are extending the Expiration Date for the solicitation to 11:59 p.m.
Pacific Time on the earlier to occur of the following dates (the "Expiration
Date"): (i) June 30, 2004 or such later date to which Millenium determines to
extend the solicitation, and (ii) the date the Required Consents are received
(as described in the Consent Solicitation Statement).
If you have any questions, please do not hesitate to contact us toll free
at (800) 611-4613, or at (626) 585-5920.
Millenium Management, LLC
/s/ W. Robert Kohorst
-------------------------
W. Robert Kohorst
President