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. 1)
RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.
(Name of Subject Company)
Resources Accrued Mortgage Investors 2, L.P.
(Name of Person(s) Filing Statement)
Limited Partnership Interests
(Title of Class of Securities)
Not Applicable
(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. 1 amends the Schedule 14D-9 filed by Resources Accrued
Mortgage Investors 2, L.P., a Delaware limited partnership (the "Partnership"),
on October 14, 2002, relating to the tender offer of Western Real Estate
Investments, LLC ("Western"), to purchase up to 21,000 units of limited
partnership interest of the Partnership (the "Units") at a purchase price of
$70 per Unit, pursuant to the terms of an Offer to Purchase dated October 14,
2002, as amended on November 12, 2002, and the related Letter of Transmittal.
Item 4. The Solicitation or Recommendation.
Due to the affiliation between the Bidder and the General Partner, the
Partnership makes no recommendation and is remaining neutral as to whether
limited partners should tender their Units to Western.
To the extent known by the Partnership, no affiliate of the General
Partner currently intends to tender their Units to Western.
Item 9. Exhibits.
The following Exhibits are filed herewith:
(a) (1) Letter to Limited Partners dated October 14, 2002 (previously
filed).
(a)(2) Letter to Limited Partners dated November 12, 2002.
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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.
November 12, 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)(2)
RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.
1175 W. Moana Lane
Reno, Nevada 89509
(775) 825-3355
November 12, 2002
Dear Limited Partner:
Please be advised that on November 12, 2002, the general partner of your
partnership received a supplement to the unsolicited tender offer to purchase
up to 21,000 of the outstanding limited partnership interests of the
partnership for $70 per unit. The offer is being made by Western Real Estate
Investments, LLC ("Western"), an entity affiliated with your general partner
and certain of the limited partners of your partnership which own approximately
41.4% of the units. You have recently received information regarding this
supplemented offer.
Due to the affiliation between Western and the general partner or your
partnership, we are making no recommendation and are remaining neutral as to
whether limited partners should tender their units to Western. 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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