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
Secured Investment Resources Fund, L.P. II
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(Name of Subject Company [Issuer])
Millenium Management, LLC (offeror)
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(Filing Persons)
Units of Limited Partnership Interest
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(Title of Class of Securities)
None
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(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
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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: $2,000,000(1) Amount of Filing Fee: $400
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(1) Calculated as the product of the 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:
[ ] third-party tender offer subject to Rule 14d-1.
[X] 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 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 20,000 units ("Units")
of limited partnership interests in Secured Investment Resources Fund, L.P. II
(the "Partnership") at a cash purchase price of $100 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
the date of the Offer, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated April 20, 2005, 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 in the cover
page, "Introduction" and "Summary of the Offer" of the Offer to Purchase, which
is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company is Secured Investment Resources Fund,
L.P. II, a Delaware limited partnership (the "Partnership"). The address of the
Partnership's principal executive offices is 199 S. Los Robles Ave., Suite 200.
The telephone number of the Partnership is (626) 585-5920.
(b) The class of equity securities to which this Statement relates is Units
of Limited Partnership Interests in the Partnership. Reference is hereby made to
the information set forth in "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 "Summary of
the Offer" and "Certain Information Concerning the Partnership - 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 of the Offer to Purchase
concerning the executive officers ("Executive Officers") of Millenium and its
manager, Everest Properties II, LLC ("EPII"), which is incorporated herein by
reference.
ITEM 4. TERMS OF THE TRANSACTION.
Reference is hereby made to the information set forth in the "Summary of
the Offer," "Details of the Offer," "Effects of the Offer" and "Federal Income
Tax Matters" of the Offer to Purchase, which is incorporated herein by
reference.
The Purchaser does not currently plan to provide a subsequent offering
period, as described by Rule 14d-11 of Regulation 14D under the Securities
Exchange Act of 1934, as amended.
No Units will be purchased from any Executive Officer, any officer director
or affiliate of the Partnership, or any officer director or affiliate of
Millenium.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Reference is hereby made to the information set forth in "Background of the
Offer" and "Certain Information Concerning the Purchaser - Prior Acquisitions of
Units and Prior Contacts" of the Offer to Purchase, which is incorporated herein
by reference.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
Reference is hereby made to the information set forth in "Summary 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.
Reference is hereby made to the information set forth in Appendix A of the
Offer to Purchase and is incorporated herein by reference. The incorporation by
reference in this Item of the above-referenced information does not constitute
an admission that such information is considered material under the instructions
for Item 10 of Schedule TO. Certain information regarding Purchaser's method of
financing the Offer is set forth in "Certain Information Concerning the
Purchaser - Source of Funds" and is incorporated herein by reference. Purchaser
does not believe its financial statements are material to persons considering
the Offer because: (i) the offer is for cash; (ii) for persons selling their
securities, Purchaser's ability to finance the transaction is disclosed; and
(iii) the Purchaser's ownership percentage after the Offer is irrelevant to
Purchaser's potential to effectuate a change of control because Purchaser
already controls the Partnership as its general partner.
ITEM 11. ADDITIONAL INFORMATION.
(a) None.
(b) Reference is hereby made to the entire text of the Offer to Purchase
and the related Agreement of Transfer and Letter of Transmittal, which are
incorporated herein by reference.
ITEM 12. EXHIBITS.
12.1 Offer to Purchase, dated April 20, 2005.
12.2 Agreement of Transfer and Letter of Transmittal, with Instructions.
12.3 Letter to Unit Holders dated April 20, 2005.
12.4 Appraisal of the Sunwood Village Apartments dated April 13, 2004.
12.5 Appraisal of the Oak Terrace Retirement Apartments dated April 16, 2004.
12.6 Appraisal of the Bayberry Crossing Shopping Center dated June 20, 2004.
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 20, 2005
MILLENIUM MANAGEMENT, LLC
By: /S/ W. ROBERT KOHORST
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W. Robert Kohorst
President