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. 2)*
RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.
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(Name of Subject Company (Issuer))
WESTERN REAL ESTATE INVESTMENTS, LLC
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(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other
Person))
LIMITED PARTNERSHIP UNITS
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(Title of Class Securities)
None
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(CUSIP Number of Class Securities)
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BEN FARAHI
WESTERN REAL ESTATE INVESTMENTS, LLC
1175 WEST MOANA LANE
SUITE 200
RENO, NEVADA 89509
(775) 825-3355
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Copy To:
DON S. HERSHMAN, ESQ.
MUCH SHELIST FREED DENENBERG AMENT & RUBENSTEIN, P.C.
200 NORTH LASALLE STREET
SUITE 2100
CHICAGO, ILLINOIS 60601
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CALCULATION OF FILING FEE
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Transaction Valuation* $1,470,000 Amount of Filing Fee $294
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* 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
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Form or Registration No.: Schedule TO
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Filing Party: Western Real Estate Investments, LLC
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Date Filed: October 14, 2002
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[ ] 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: [x]
TENDER OFFER STATEMENT
This Amendment No. 2 amends the Tender Offer Statement filed on October
14, 2002 on Schedule TO, as amended by Amendment No. 1 filed on November 12,
2002, 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 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)(5) is incorporated by reference herein.
ITEM 12. EXHIBITS.
(a)(5) Supplement to Offer to Purchase, dated December 9, 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
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Ben Farahi
Partner
By: /s/ Bob Farahi
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Bob Farahi
Partner
Dated: December 9, 2002
Exhibit Index
Exhibit No.
(a)(5) Supplement to Offer to Purchase, dated December 9, 2002
Exhibit (a)(5)
SUPPLEMENT TO OFFER TO PURCHASE
WESTERN REAL ESTATE INVESTMENTS, LLC IS TERMINATING ITS OFFER TO PURCHASE
UP TO 21,000 UNITS OF LIMITED PARTNERSHIP INTERESTS IN RESOURCES ACCRUED
MORTGAGE INVESTORS 2, L.P., A DELAWARE LIMITED PARTNERSHIP.
We are terminating our offer since the Securities and Exchange Commission
(the "Commission") was requiring that we add our affiliate, Farahi Investment
Company ("FIC"), as a bidder. We were prepared to add FIC as a bidder and also
include a statement as to the net worth of such entity, on an unaudited basis,
as of November 30, 2002. However, the Commission required that audited
financial statements of FIC be sent to you for your consideration to assist in
your determination whether to tender or hold your limited partnership
interests. Since we have sufficient funds available to purchase any tendered
units and the related costs of the tender offer, the general partners of FIC
decided that they were not willing to prepare and then include audited
financial statements of FIC. For this reason, we are withdrawing our tender
offer and will not be buying any of the limited partnership interests tendered
to us.
We apologize for any inconvenience this may have caused you. For those of
you who have submitted a letter of transmittal to tender your units, we will be
returning your paperwork to you as quickly as possible.
Questions and requests for assistance may be directed to MacKenzie
Partners, Inc., our Information Agent, at its address and telephone numbers
listed below.
The Information Agent for the offer is:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
(800) 322-2885
(212) 929-5500