SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 3)
RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.
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(Name of Subject Company)
Resources Accrued Mortgage Investors 2, L.P.
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(Name of Person(s) Filing Statement)
Limited Partnership Interests
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(Title of Class of Securities)
Not Applicable
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(CUSIP Number of Class of Securities)
Ben Farahi
Manager
Maxum LLC
1175 W. Moana Lane
Reno, Nevada 89509
(775) 825-3355
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of the
person(s) filing statement)
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
This Amendment No. 3 amends the Schedule 14D-9 filed by Resources Accrued
Mortgage Investors 2, L.P., a Delaware limited partnership (the "Partnership"),
on March 29, 2002, as amended on April 24, 2002 and June 14, 2002, relating to
the tender offer of Virginia Springs Limited Liability Company ("Virginia
Springs"), to purchase up to 28,000 units of limited partnership of the
Partnership (the "Units") at a purchase price of $95 per Unit, pursuant to the
terms of an Offer to Purchase dated March 29, 2002, as amended on April 24,
2002, June 14, 2002 and July 10, 2002, and the related Letter of Transmittal.
Item 4. The Solicitation or Recommendation.
Due to the affiliation between Virginia Springs and the general partner of
the Partnership (the "General Partner"), the Partnership makes no
recommendation and is remaining neutral as to whether limited partners should
tender their Units to Virginia Springs.
To the extent known by the Partnership, no affiliate of the General
Partner currently intends to tender their Units to Virginia Springs.
Item 9. Exhibits.
The following Exhibits are filed herewith:
(a) (1) Letter to Limited Partners dated March 29, 2002 (previously
filed).
(a)(2) Letter to Limited Partners dated April 16, 2002 (previously filed).
(a)(3) Letter to Limited Partners dated April 24, 2002 (previously filed).
(a)(4) Letter to Limited Partners dated June 14, 2002 (previously filed).
(a)(5) Letter to Limited Partners dated July 10, 2002.
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.
July 10, 2002
RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.
By: Maxum LLC,
General Partner
By: /s/ Ben Farahi
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Ben Farahi
Manager
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Exhibit (a)(5)
RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.
1175 W. Moana Lane
Reno, Nevada 89509
(775) 825-3355
July 10, 2002
Dear Limited Partner:
Please be advised that on July 10, 2002, the general partner of your
partnership received an amendment to the unsolicited tender offer dated March
29, 2002, as amended on April 24, 2002 and June 14, 2002, to purchase up to
28,000 of the outstanding limited partnership interests of the partnership.
The amendment extended the termination date to August 14, 2002. The offer is
being made by Virginia Springs Limited Liability Company ("Virginia Springs"),
an entity affiliated with your general partner and certain of the limited
partners of your partnership which own approximately 36.3% of the units. You
have recently received information regarding this revised offer.
Due to the affiliation between Virginia Springs and the general partner of
your partnership, we are making no recommendation and are remaining neutral as
to whether limited partners should tender their units to Virginia Springs. You
will have to make the determination as to whether to wait for the liquidation
of your partnership's assets or to sell your interests now at the tender offer
price. We do recommend, however, that if you chose to sell your interests
prior to liquidation, you consider other options for sale, including the
informal secondary market for the units.
Please be advised that by accepting this offer, you will no longer have an
ownership interest in the partnership's assets; thus, you will not share in any
potential change in their value if you chose to pursue the tender offer. In
addition, in making a decision in whether to tender your units, we recommend
that you consult with your financial and tax advisors.
If you have any questions or would like any further information, please
contact us (775) 825-3355.
Sincerely,
RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.
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