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. 2)
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. 2 amends the Schedule 14D-9 filed by Resources Accrued
Mortgage Investors 2, L.P., a Delaware limited partnership (the "Partnership"),
on October 14, 2002, as amended on November 12, 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. The purpose of this amendment is to notify the
limited partners of Western's withdrawal of its tender offer.
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 (previously
filed).
(a)(3) Letter to Limited Partners 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.
December 9, 2002
RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.
By: Maxum LLC,
General Partner
By: /s/ Ben Farahi
----------
Ben Farahi
Manager
Exhibit (a)(3)
RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.
1175 W. Moana Lane
Reno, Nevada 89509
(775) 825-3355
December 9, 2002
Dear Limited Partner:
Please be advised that on December 9, 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 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. Western advised the general partner that it was terminating its tender
offer immediately and would not be buying any of the limited partnership
interests tendered by you to Western.
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.