SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE TO
(Amendment No. 2)
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: $1,100,000(1) Amount of Filing Fee: $220(2)
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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.
(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. 2 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, to purchase up to
11,000 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.
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, December 1, 2005, unless the Offer is extended.
ITEM 11. ADDITIONAL INFORMATION.
The response to Item 11 is hereby amended and supplemented with the
following changes to the Offer to Purchase:
APPENDIX A
Part II - Item 2. Properties
The first paragraph of the Item is amended and replaced in its entirety
with the following.
"The Partnership owns, directly and indirectly, three properties.
Sunwood Village
The Partnership was the sole limited partner of Sunwood Village
Joint Venture, L.P., which owns the Sunwood Village Apartments,
located in Las Vegas, Nevada. Sunwood Village has 252 units and,
as of June 30, 2005, was approximately 93.3% occupied and had
gross scheduled rents of $2,173,944 per annum. The property
secures a first mortgage loan with an outstanding principal
balance of approximately $9,579,000, an interest rate of 7.125%,
and a 30-year amortization schedule. The loan is due in 2006,
requires a balloon payment of approximately $9,462,000, and may
be prepaid only upon a defeasance of the loan. In order to
reinstate the mortgage loan on Sunwood Village in 2005, the
Partnership negotiated to pay the lender $800,000 to compromise
and settle the default interest and penalty charges accumulated
as a result of the Partnership's loan default. To fund such
amount, Class A limited partner interests were issued by the
Sunwood Village Joint Venture, L.P. to affiliates of Millenium
and the property's independent management company, on terms that
require a preferential repayment and preferred return before the
Partnership receives any proceeds as a limited partner of the
Sunwood Village Joint Venture, L.P.
Oak Terrace
The Partnership is the sole limited partner of Oak Terrace Joint
Venture, L.P., which owns the Oak Terrace Retirement Apartments,
located in Springfield, Illinois. Oak Terrace has 129 units and,
as of June 30, 2005, was 85.3% occupied and had gross scheduled
rents of $1,258,980 per annum. The property secures a letter of
credit in the amount of $9,087,500, which secures interest-only
bonds with an original principal amount of $9,000,000, issued in
1999. The interest rate of the bonds is variable and changes
weekly. The terms of the letter of credit require the Partnership
to limit its exposure to an increase in interest rates by
purchasing an interest rate cap each year for the following one
year period. The Partnership purchases such an interest rate cap
each year, and makes monthly payments into a sinking fund for a
principal reserve. The letter of credit expires in 2009, at which
point the principal reserve should be approximately $1,240,000
and the bonds will be repaid or refinanced.
Bayberry Crossing
The Partnership directly owns Bayberry Crossing Shopping Center
in Lee's Summit, Missouri, which has 56,113 Sq. Ft. and, as of
June 30, 2005, had 20 tenants, occupying approximately 87% of the
rentable square feet, with an average rent of $10.08 per Sq. Ft.
The property secures a first mortgage loan with an outstanding
principal balance of approximately $2,415,000, an interest rate
of 6.5%, and a 18.8-year amortization schedule. The loan is due
at the end of 2005, requires a balloon payment of approximately
$2,392,000, and may be prepaid. The Partnership is in the process
of refinancing the loan, but does not expect such refinancing to
generate any proceeds in excess of the amount needed to repay the
current debt and fund capital replacement and repair reserves
required for the new loan."
ITEM 12. EXHIBITS.
12.7 Press Release dated and issued November 29, 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: November 29, 2005
MILLENIUM MANAGEMENT, LLC
By: /S/ W. ROBERT KOHORST
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W. Robert Kohorst
President