SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1) *
RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.
-----------------------------------------------------
(Name of Subject Company (Issuer))
WESTERN REAL ESTATE INVESTMENTS, LLC
-----------------------------------------------------
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other
Person))
LIMITED PARTNERSHIP UNITS
-----------------------------------------------------
(Title of Class Securities)
None
-----------------------------------------------------
(CUSIP Number of Class Securities)
-----------------------------
BEN FARAHI
WESTERN REAL ESTATE INVESTMENTS, LLC
1175 WEST MOANA LANE
SUITE 200
RENO, NEVADA 89509
(775) 825-3355
-------------
Copy To:
DON S. HERSHMAN, ESQ.
MUCH SHELIST FREED DENENBERG AMENT & RUBENSTEIN, P.C.
200 NORTH LASALLE STREET
SUITE 2100
CHICAGO, ILLINOIS 60601
- ------------------------------------------------------------------------------
CALCULATION OF FILING FEE
- ------------------------------------------------------------------------------
Transaction Valuation* $1,470,000 Amount of Filing Fee $294
- ------------------------------------------------------------------------------
* For purposes of calculating the fee only. This amount assumes the purchase
of 21,000 units of limited partnership interest of the subject partnership for
$70 per unit. The amount of the filing fee, calculated in accordance with Rule
0-11(d) under the Securities Exchange Act of 1934, as amended, equals 1/50th of
one percent of the aggregate of the cash offered by the bidder.
[ ] Check the 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: $294
- ----------------------------------------------------------------------------
Form or Registration No.: Schedule TO
- ----------------------------------------------------------------------------
Filing Party: Western Real Estate Investments, LLC
- ----------------------------------------------------------------------------
Date Filed: October 14, 2002
- ----------------------------------------------------------------------------
[ ] Check the 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: [ ]
TENDER OFFER STATEMENT
This Amendment No. 1 amends the Tender Offer Statement filed on October
14, 2002 on Schedule TO of Western Real Estate Investments, LLC (the
"Purchaser") relating to an offer to purchase units of limited partnership
interest (the "Units") of Resources Accrued Mortgage Investors 2 L.P. (the
"Partnership") upon the terms and subject to the conditions set forth in the
Offer to Purchase dated October 14, 2002 (the "Offer to Purchase") and the
related Letter of Transmittal, as each may be supplemented or amended from time
to time (which together constitute the "Offer"). The information in the Offer
to Purchase is incorporated herein by reference in answer to all of the Items
of this Schedule TO except as otherwise set forth below:
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Except as set forth in the Supplement to Offer to Purchase, there are no
alternative plans to finance the tender offer and no plans to repay any
borrowed funds used in the tender offer.
-2-
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended to add the following:
The information set forth in the Supplement to Offer to Purchase attached
hereto as Exhibit (a)(4) is incorporated by reference herein.
ITEM 12. EXHIBITS.
(a)(4) Supplement to Offer to Purchase, dated November 12, 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.
WESTERN REAL ESTATE INVESTMENTS, LLC
By: FARAHI INVESTMENT COMPANY
By: /s/ Ben Farahi
------------------------
Ben Farahi
Partner
By: /s/ Bob Farahi
------------------------
Bob Farahi
Partner
Dated: November 12, 2002
Exhibit Index
Exhibit No.
(a)(4) Supplement to Offer to Purchase, dated November 12, 2002.
-3-
Exhibit (a)(4)
SUPPLEMENT TO OFFER TO PURCHASE
WESTERN REAL ESTATE INVESTMENTS, LLC IS OFFERING TO PURCHASE UP TO 21,000
UNITS OF LIMITED PARTNERSHIP INTEREST IN RESOURCES ACCRUED MORTGAGE INVESTORS
2, L.P., A DELAWARE LIMITED PARTNERSHIP, FOR $70.00 PER UNIT IN CASH.
We will purchase up to 21,000 (approximately 11.2%) of the outstanding
units of the limited partnership interest in your partnership. If more units
are tendered to us, we will accept units on a pro rata basis according to the
number of units tendered by each person. Our offer is not subject to any
minimum number of units being tendered. Please be advised that we will pay for
the units tendered to us within five days after the expiration date of this
tender offer.
SEE "RISK FACTORS" BEGINNING ON PAGE 1 OF THE OFFER TO PURCHASE DATED
OCTOBER 14, 2002, FOR A DESCRIPTION OF RISK FACTORS THAT SHOULD BE CONSIDERED
IN CONNECTION WITH THE OFFER.
In addition to the information set forth in the Offer to Purchase, we ask
that you consider that our offer price of $70.00 per unit is less than the
estimated liquidation value of your partnership as of June 30, 2002. In
addition, should you tender your units to us you will be giving up future
potential value from owning the units, including the receipt of any amounts
paid to holders of units subject to the resolution of issues raised by
objectors to the settlement of an action brought against your former general
partners and two of their affiliates, estimated to be up to $3.75 per unit.
However, by tendering now you obtain liquidity and avoid any further delay in
the settlement process described in the Offer to Purchase. For further
information regarding the pending litigation see the section of the Offer to
Purchase entitled "Section 9. Certain Information Concerning Your Partnership -
Litigation."
Should this tender offer be fully subscribed, we, along with our
affiliates, will control a majority of the outstanding units and, therefore,
will be in a position to influence the outcome of all voting decisions with
respect to your partnership, including decisions on the removal of your general
partner, amendments to the partnership's limited partnership agreement, the
sale of the partnership's assets and the liquidation of your partnership.
$1,470,000, exclusive of fees and expenses, will be required to purchase
all of the 21,000 units. We currently have $1,500,000 in available funds to
pay for the units. Our other assets are the units of the Partnership which we
already own. We have no liabilities. Therefore, we are able to fulfill each
of the financial obligations with respect to this tender offer.
Should you tender some but not all of your units we may be required to
reject a portion of your tender so as to comply with the terms of the
Partnership's limited partnership agreement. However, we will accept as many
of your units as possible without violating the terms of the agreement.
Also, the section of the Offer to Purchase entitled "Section 14.
Conditions of the Offer" is amended and restated as follows:
-4-
"Notwithstanding any other term of our offer, we shall not be required to
accept for payment or pay for any units not theretofore accepted for payment or
paid for and may terminate or amend our offer as to such units, if at any time
prior to the expiration of the offer, a preliminary or permanent injunction or
other order of any federal or state court, government or governmental authority
or agency shall have been issued and shall remain in effect which makes
illegal, delays or otherwise directly or indirectly restrains or prohibits
making of our offer or the acceptance for payment of or payment for any units
by us.
The above conditions must be satisfied or waived prior to the expiration
date of our offer and we will exercise the standard of reasonableness in
determining whether the conditions have been satisfied. Finally, we will not
purchase units under the offer if it will result in the units becoming eligible
for deregistration under Section 12(g) of the Securities Exchange Act of 1934,
as amended."
Our affiliate currently acts as the general partner of your partnership.
For acting in such capacity, Maxum, LLC, your general partner, was allocated an
aggregate of $31,344 of taxable income for the nine months ended September 30,
2002.
If you desire to accept the offer and have not yet completed the yellow
Letter of Transmittal previously sent to you, please complete the Letter of
Transmittal in accordance with the instructions contained therein and forward
or hand deliver it, together with any other required documents, to the
Depositary.
The Depositary for the Offer is:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By Mail:
American Stock Transfer & Trust Company
59 Maiden Lane
New York, New York 10038
Attn: Reorg. Department - RAM 2
By Overnight Courier or Hand:
American Stock Transfer & Trust Company
6201 15th Avenue
Brooklyn, New York 11219
Attn: Reorg. Department - RAM 2
By Facsimile
(718) 234-5001
Questions and requests for assistance may be directed to the Information
Agent at its address and telephone numbers listed below. Additional copies of
the Offer to Purchase and the Letter of Transmittal may be obtained from the
Information Agent.
The Information Agent for the Offer is:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
800-322-2885
212-929-5500
-5-