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. 3)
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. 3 amends the Schedule 14D-9 filed by Resources Accrued
Mortgage Investors 2, L.P., a Delaware limited partnership (the "Partnership"),
on February 18, 2003, and amended on March 13, 2003 and March 21, 2003,
relating to the tender offer of Virginia Springs Limited Liability Company
("Virginia Springs"), to purchase up to 15,000 units of limited partnership of
the Partnership (the "Units") at a purchase price of $68 per Unit, pursuant to
the terms of an Offer to Purchase dated February 18, 2003, as supplemented on
March 13, 2003, March 21, 2003 and April 23, 2003, and the related Letter of
Transmittal.
Item 3. Past Contracts, 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 Partnership acquired the deed to Sierra
Marketplace, the shopping center that secured the sole remaining mortgage loan
held by the Partnership (the "Mortgage Loan"), in early March 2003, the
Partnership has not yet determined the amount of distributions to be made from
operations, if any. The General Partner may also be entitled to receive
certain fees or other compensation as a result of the Partnership's ownership
of Sierra Marketplace, the amount of which, if any, has not yet been
determined. For the year ended December 31, 2002, the General Partner was
allocated $38,265 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 9. Exhibits.
The following Exhibits are filed herewith:
(a) (1) Letter to Limited Partners dated February 18, 2003 (previously
filed).
(a)(2) Letter to Limited Partners dated March 13, 2003 (previously filed).
(a)(3) Letter to Limited Partners dated March 21, 2003 (previously filed).
(a)(4) Letter to Limited Partners dated April 23, 2003.
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.
April 23, 2003
RESOURCES ACCRUED MORTGAGE 2, L.P.
By: Maxum LLC,
General Partner
By: /s/ Ben Farahi
Ben Farahi
Manager
Exhibit (a)(4)
RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.
1175 West Moana Lane
Suite 200
Reno, Nevada 89509
April 23, 2003
Dear Limited Partner:
Please be advised that on April 23, 2003, the general partner of your
partnership received a third amendment to the unsolicited tender offer dated
February 18, 2003 and amended on March 13, 2003 and March 21, 2003 to purchase
up to 15,000 of the outstanding limited partnership interests of the
partnership. This latest amendment increased the number of limited partnership
interests to be purchased to 15,000 from 12,000, extended the offer until May
21, 2003 and updated certain of the information contained in the Offer to
Purchase.
Due to the affiliation between Virginia Springs Limited Liability Company,
the entity making the offer ("Virginia Springs"), 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 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.