SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE TO
(Amendment No. 1)
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
- --------------------------------------------------------------------------------
(Name of Subject Company [Issuer])
Millenium Management, LLC (offeror)
- --------------------------------------------------------------------------------
(Filing Persons)
Units of Limited Partnership Interest
- --------------------------------------------------------------------------------
(Title of Class of Securities)
None
- --------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Christopher K. Davis
Everest Properties II, LLC
199 S. Los Robles Ave., Suite 200
Pasadena, CA 91101
Telephone (626) 585-5920
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation: $2,000,000(1) Amount of Filing Fee: $400(2)
- --------------------------------------------------------------------------------
(1) Calculated as the product of the number of Units on which the Offer is made
and the gross cash price per Unit.
(2) Already paid.
[ ] 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: [ ]
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 partnership, to purchase up to 20,000
units ("Units") of limited partnership interests in Secured Investment Resources
Fund, L.P. II (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 3. IDENTITY AND BACKGROUND OF FILING PERSON.
Item 3 of the Schedule TO is amended and restated in its entirety as
follows.
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.
During the last five years, none of the Purchaser or, to the knowledge of
the Purchaser, any of the Executive Officers, has been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding any such person was or
is subject to 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.
The Offer, withdrawal rights and proration period will expire at 5:00 p.m.,
Los Angeles time, on Thursday, May 26, 2005, unless the Offer is extended.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Item 5 of the Schedule TO is amended and restated in its entirety as
follows.
(a) None.
(b) 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.
Item 6 of the Schedule TO is amended and restated in its entirety as
follows.
(a), (c)(1) - (c)(7) 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 11. ADDITIONAL INFORMATION.
Reference is hereby made to the entire text of the Letter to Unit Holders
dated May 13, 2005, filed as Exhibit 12.6 hereto, which is incorporated herein
by reference.
The response to Item 11 is hereby amended and supplemented with the
following changes to the Offer to Purchase:
DETAILS OF THE OFFER
5. Withdrawal Rights.
The phrase "including extension by the Purchaser of the
Expiration Date," is hereby deleted from the second sentence
of the first paragraph of the section.
ITEM 12. EXHIBITS.
12.7 Letter to Unit Holders dated May 13, 2005.
12.8 Press Release dated May 16, 2005.
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 16, 2005
MILLENIUM MANAGEMENT, LLC
By: /S/ W. ROBERT KOHORST
--------------------------
W. Robert Kohorst
President