SC 14D9 1 sir2_sc14d9051605.txt SOLICITATION/RECOMMENDATION STATEMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- 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 -------------------------------------------------------------------------------- (Name of Subject Company) Secured Investment Resources Fund, L.P. II -------------------------------------------------------------------------------- (Name of Person(s) Filing Statement) Units of Limited Partnership Interest -------------------------------------------------------------------------------- (Title of Class of Securities) None -------------------------------------------------------------------------------- (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 -------------------------------------------------------------------------------- (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 -------------------------- W. Robert Kohorst President