SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
Secured Investment Resources Fund, L.P. II
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(Name of Subject Company)
Secured Investment Resources Fund, L.P. II
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(Name of Person(s) Filing Statement)
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 Person(s) Filing Statement)
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
ITEM 1, AND ITEMS 3 - 8.
Millenium Management, LLC ("Millenium"), a California limited liability
company, the general partner of the subject company, has previously filed on
April 20, 2005 a Tender Offer Statement on Schedule TO, including the Offer to
Purchase, dated April 20, 2005, the related Agreement of Transfer and Letter of
Transmittal, and a Letter to Unit Holders dated April 15, 2005; and has
previously filed on May 17, 2005 an Amendment No. 1 to the Tender Offer
Statement on Schedule TO, including a Letter to Unit Holders dated May 13, 2005;
and the information contained in the foregoing documents is incorporated herein
by reference in answer to Item 1 and Items 3 - 8 of this Schedule 14D-9.
ITEM 2.
This Schedule 14D-9 is being filed by Secured Investment Resources Fund,
L.P. II ("Registrant"), a Delaware limited partnership, of which the general
partner is Millenium. The Registrant's business address is 199 S. Los Robles
Ave., Suite 200, Pasadena, CA 91101, and its phone number is (626) 585-5920. The
title of the class of securities to which this statement relates is units of
limited partnership interest.
ITEM 9. EXHIBITS.
9.1 Offer to Purchase, dated April 20, 2005 (Exhibit 12.1 to Schedule TO of
Millenium Management, LLC dated April 20, 2005, is incoporated herein by
reference).
9.2 Agreement of Transfer and Letter of Transmittal, with Instructions (Exhibit
12.2 to Schedule TO of Millenium Management, LLC dated April 20, 2005, is
incoporated herein by reference).
9.3 Letter to Unit Holders dated April 20, 2005 (Exhibit 12.3 to Schedule TO of
Millenium Management, LLC dated April 20, 2005, is incoporated herein by
reference).
9.4 Appraisal of the Sunwood Village Apartments dated April 13, 2004 (Exhibit
12.4 to Schedule TO of Millenium Management, LLC dated April 20, 2005, is
incoporated herein by reference).
9.5 Appraisal of the Oak Terrace Retirement Apartments dated April 16, 2004
(Exhibit 12.5 to Schedule TO of Millenium Management, LLC dated April 20, 2005,
is incoporated herein by reference).
9.6 Appraisal of the Bayberry Crossing Shopping Center dated June 20, 2004
(Exhibit 12.6 to Schedule TO of Millenium Management, LLC dated April 20, 2005,
is incoporated herein by reference).
9.7 Letter to Unit Holders dated May 13, 2005 (Exhibit 12.7 to Amendment No. 1
to Schedule TO of Millenium Management, LLC dated May 16, 2005, is incoporated
herein by reference).
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 17, 2005
SECURED INVESTMENT RESOURCES FUND, L.P. II
By: Millenium Management, LLC, General Partner
By: /S/ W. ROBERT KOHORST
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W. Robert Kohorst
President