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. ___)
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.
Item 1. Subject Company Information.
The name of the subject company is Resources Accrued Mortgage Investors 2,
L.P., a Delaware limited partnership (the "Partnership"). The principal
executive offices of the Partnership are located at 1175 W. Moana Lane, Suite
200, Reno, Nevada 89509 and the telephone number of such offices is (775) 825-
3355. The general partner of the Partnership is Maxum LLC, a Nevada limited
liability company (the "General Partner"). The title of the class of equity
securities to which this statement relates is the units of limited partnership
interest of the Partnership (the "Units"). The number of Units outstanding as
of the date hereof is 187,919.
Item 2. Identity and Background of Filing Person.
This statement is being filed by the Partnership
This Statement relates to a tender offer by Virginia Springs Limited
Liability Company, a Nevada limited liability company (the "Bidder" or the
"Purchaser") disclosed in a Tender Offer Statement on Schedule TO (the
"Schedule TO"), dated February 18, 2003 to purchase up to 12,000 Units at a
purchase price equal to $68 per Unit, less the amount of any distributions
declared or made with respect to the Units between February 18, 2003 and April
23, 2003 or such other date to which the Offer (as hereinafter defined) may be
extended, upon the terms and subject to the conditions set forth in the Offer
to Purchase dated February 18, 2003, and the related Letter of Transmittal (the
"Offer to Purchase" or the "Offer"). The Bidder and the General Partner are
affiliated.
Based on the information in the Schedule TO, the business address of the
person authorized to receive notices and communications on behalf of the
Purchaser is David Farahi, Virginia Springs Limited Liability Company, 1175 W.
Moana Lane, Suite 200, Reno, Nevada 89509.
Item 3. Past Contacts, Transactions, Negotiations and Agreements.
Under the Partnership's Limited Partnership Agreement, the general partner
of the Partnership (the "General Partner") is entitled to receive 2.5% of the
Partnership's income, loss, capital and distributions including without
limitation the Partnership's cash flow from operations and disposition
proceeds. However, since the interest and principal due on the mortgage loan
held by the Partnership exceeds the value of the underlying collateral, no
distributions are expected to be made from operations in case the Partnership
is forced to foreclose on its position. For the nine months ended September
30, 2002, the General Partner was allocated $31,344 of taxable income.
A conflict of interest exists for the General Partner between continuing
the Partnership and the right to receive the amounts described above and
liquidating the Partnership.
In addition, as disclosed in Item 2, the General Partner is affiliated
with the Bidder.
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 the Bidder.
To the extent known by the Partnership, no affiliate of the General
Partner currently intends to tender their Units to the Bidder.
Item 5. Person/Assets, Retained, Employed, Compensated or Used.
None.
Item 6. Interest in Securities of the Subject Company.
During the past 60 days, none of the persons referred to in Item 1008(b)
of Regulation M-A effected any transactions in the subject securities.
Item 7. Purpose of the Transaction and Plans or Proposals.
(a) The Partnership has not undertaken or engaged in any negotiations in
response to the Offer to Purchase which relates to: (i) a tender offer or
other acquisition of the Units by the Partnership, any of its subsidiaries or
any other person; (ii) any extraordinary transaction, such as a merger,
reorganization or liquidation, involving the Partnership; (iii) a purchase,
sale or transfer of a material amount of assets by the Partnership; or (iv) any
material change in the present dividend rate or policy, or indebtedness or
capitalization of the Partnership.
(b) There are no transactions, resolutions, agreements in principle or
signed contracts in response to the Offer to Purchase that relate to or would
result in one or more of the events referred to in Item 7(a).
Item 8. Additional Information.
None.
Item 9. Exhibits.
(a) (1) Letter to Limited Partners.
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.
February 18, 2003
RESOURCES ACCRUED MORTGAGE 2, L.P.
By: Maxum LLC,
General Partner
By: /s/ Ben Farahi
Ben Farahi
Manager
Exhibit (a)(1)
RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.
1175 W. Moana Lane
Reno, Nevada 89509
(775) 825-3355
February 18, 2003
Dear Limited Partner:
Please be advised that on February 18, 2003, the general partner of your
partnership received an unsolicited tender offer to purchase up to 12,000 of
the outstanding limited partnership interests of the partnership for $68 per
unit. The offer is being made by Virginia Springs Limited Liability Company
("Virginia Springs"), an existing limited partner of your partnership and an
entity affiliated with your general partner and certain of the limited partners
of your partnership which own in the aggregate approximately 41.4% of the
units. You have recently received information regarding this 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.