SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE TO
(Amendment No. 3)
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: [X]
This Amendment No. 3 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 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
Thursday, December 1, 2005. The Purchaser received 3,282 Units (6.1% of the
outstanding Units) that were validly tendered and not withdrawn, all of which
were accepted for payment. As a result of the Offer, the Purchaser will own
approximately 17,928 Units (33.4%). Affiliates of Purchaser, Everest Management,
LLC, KM Investments, LLC, and Everest Properties II, LLC, own 20 Units (less
than 0.1%), 32 Units (0.1%) and 62 Units (0.1%). The foregoing Units together
represent 33.6% of the 53,661 limited partnership units outstanding.
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: December 15, 2005
MILLENIUM MANAGEMENT, LLC
By: /S/ W. ROBERT KOHORST
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W. Robert Kohorst
President