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. 1) *
RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.
--------------------------------------------
(Name of Subject Company (Issuer))
VIRGINIA SPRINGS LIMITED LIABILITY COMPANY
--------------------------------------------------------
(Names of Filing Persons (identifying status as offeror,
issuer or other person))
LIMITED PARTNERSHIP UNITS
------------------------------
(Title of Class of Securities)
None
-------------------------------------
(CUSIP Number of Class of Securities)
------------------------------
BOB FARAHI
VIRGINIA SPRINGS LIMITED LIABILITY COMPANY
1175 WEST MOANA LANE
SUITE 200
RENO, NEVADA 89509
(775) 825-3355
------------------------------
Copy To:
DON S. HERSHMAN, ESQ.
MUCH SHELIST FREED DENENBERG AMENT & RUBENSTEIN, P.C.
200 NORTH LASALLE STREET
SUITE 2100
CHICAGO, ILLINOIS 60601
------------------------------
CALCULATION OF FILING FEE
----------------------------------------------------------------------
Transaction Valuation* $2,660,000 Amount of Filing Fee $532
----------------------------------------------------------------------
* For purposes of calculating the fee only. This amount assumes the
purchase of 28,000 units of limited partnership interest of the subject
partnership for $95 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: $448
-------------------------------------------
Form or Registration No.: Schedule TO
-------------------------------------------
Filing Party: Virginia Springs Limited Liability Company
-------------------------------------------
Date Filed: March 29, 2002
-------------------------------------------
[ ] 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: [ ]
TENDER OFFER STATEMENT
This Amendment No. 1 amends the Tender Offer Statement filed on
March 29, 2002 on Schedule TO of Virginia Springs Limited Liability Company
(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 March 29, 2002 (the "Offer to
Purchase") and the related Letter of Transmittal, as each may be
supplemented or amended from 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 4. TERMS OF THE TRANSACTION.
Item 4 is hereby amended by the following:
The purchase price for the Units has been increased to $95 per Unit,
net to the seller in cash, without interest, less any distributions paid
after the date of the Offer, and prior to the expiration date of the Offer.
The termination date has been extended to June 14, 2002, unless further
extended.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 7 is hereby amended by the following:
The total amount of funds necessary to purchase the maximum number of
Units sought pursuant to the Offer has been increased to $2,660,000.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended to add the following:
The information set forth in the Supplement to Offer to Purchase and
the letter to limited partners attached hereto as Exhibits (a)(4) and
(a)(5) are incorporated by reference herein.
ITEM 12. EXHIBITS.
(a)(4) Supplement to Offer to Purchase, dated April 24, 2002.
(a)(5) Cover Letter, dated April 24, 2002, from the Purchaser to
the 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.
VIRGINIA SPRINGS LIMITED LIABILITY COMPANY
By /s/ Ben Farahi
--------------------------
Ben Farahi
Manager
By /s/ Bob Farahi
--------------------------
Bob Farahi
Manager
Dated: April 24, 2002
EXHIBIT INDEX
Exhibit
No.
- -------
(a)(4) Supplement to Offer to Purchase, dated April 24, 2002.
(a)(5) Cover Letter, dated April 24, 2002, from the Purchaser to the
Limited Partners.
EXHIBIT (a)(4)
- --------------
SUPPLEMENT TO OFFER TO PURCHASE
VIRGINIA SPRINGS LIMITED LIABILITY COMPANY IS OFFERING TO PURCHASE
UP TO 28,000 UNITS OF LIMITED PARTNERSHIP INTEREST IN
RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.,
A DELAWARE LIMITED PARTNERSHIP, FOR $95.00 PER UNIT IN CASH.
We will purchase up to 28,000 (approximately 15%) of the outstanding
units of the limited partnership interest in your partnership. If more
units are tendered to us, we will accept units on a pro rata basis
according to the number of units tendered by each person. Our offer is not
subject to any minimum number of units being tendered.
SEE "RISK FACTORS" BEGINNING ON PAGE 1 OF THE OFFER TO PURCHASE DATED
MARCH 29, 2002, FOR A DESCRIPTION OF RISK FACTORS THAT SHOULD BE CONSIDERED
IN CONNECTION WITH THE OFFER.
In addition to the information set forth in the Offer to Purchase, we
ask that you consider that our increased office price of $95.00 per unit is
less than the estimated liquidation value of your partnership as of
December 31, 2001. In addition, should you tender your units to us you
will have no right to any of the proceeds of the litigation settlement
described in the Offer to Purchase. However, by tendering now you obtain
liquidity and avoid any further delay in the settlement process described
in the Offer to Purchase. For further information regarding the pending
litigation see the section of the Offer to Purchase entitled "Section 9.
Certain Information Concerning Your Partnership - Litigation."
Should this tender offer be fully subscribed, we, along with our
affiliates, will control a majority of the outstanding units and,
therefore, will be in a position to influence the outcome of all voting
decisions with respect to your partnership, including decisions on the
removal of your general partner, amendments to the partnership's limited
partnership agreement, the sale of the partnership's assets and the
liquidation of your partnership.
Please be advised that we will pay for the units tendered to us
within five days after the expiration date of this tender offer.
We have been made aware that some of you may have received a flyer
which attempts to outline an offer to acquire up to 4.9% of the units in
your partnership. However, our offer is more beneficial to you since we
will pay a higher price for your units and any and all fees or commissions
if you tender your units to us, whereas the competing offer includes a $50
transfer fee and there may be other transfer costs and processing fees
which could be your responsibility rather than the purchasing party. In
addition, the Partnership has notified each limited partner that this
purported offer does not provide the necessary disclosure with which you
can make an informed decision and, therefore, it will not effect any
transfers pursuant to this other offer.
As noted in our Offer to Purchase, there are a number of conditions
to our offer, including the absence of competing tender offers. However,
we are waiving such condition with respect to the purported offer some of
you may have received from Peachtree Partners.
Also, the section of the Offer to Purchase entitled "Section 14.
Conditions of the Offer" is amended as follows:
"(c) any change or development shall have occurred or been threatened
since the date hereof, in the business, properties, assets, liabilities,
financial condition, operations, results of operations or prospects of your
partnership, which, in our reasonable judgment is materially adverse to
your partnership, or we shall have become aware of any fact that, in our
reasonable judgment, does have a material adverse effect on the value of
the units;" and
"(e) your partnership shall have: (i) issued, or authorized or
proposed the issuance of, any partnership interests of any class, or any
securities convertible into, or rights, warrants or options to acquire, any
such interests or other convertible security; (ii) issued or authorized or
proposed the issuance of any other securities, in respect of, in lieu of,
or in substitution for, all or any of the presently outstanding units;
(iii) refinance any of your partnership's properties, other than in the
ordinary course of your partnership's business and consistent with past
practice; (iv) declared or paid any distribution, exclusive of the
distribution of the settlement proceeds, other than in cash and consistent
with past practice, on any of its partnership interests; (v) your
partnership or the general partner of your partnership shall have
authorized, proposed or announced its intention to propose any merger,
consolidation or business combination transaction, acquisition of assets,
disposition of assets or material change in its capitalization, or any
comparable event not in the ordinary course of business and consistent with
past practice;"
In all other respects, such section of the Offer to Purchase remains
as drafted.
We have extended the expiration date of the offer to June 14, 2002,
12:00 p.m. midnight, New York City time, unless further extended. If you
desire to accept the offer and have not yet completed the blue Letter of
Transmittal previously sent to you, please complete the Letter of
Transmittal in accordance with the instructions contained therein and
forward or hand deliver it, together with any other required documents, to
the Depositary.
The Depositary for the Offer is:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By Mail: By Overnight Courier or Hand:
American Stock Transfer American Stock Transfer &
& Trust Company Trust Company
59 Maiden Lane 6201 15th Avenue
New York, New York 10038 Brooklyn, New York 11219
Attn: Reorg. Department - RAM 2 Attn: Reorg. Department - RAM 2
By Facsimile
(718) 234-5001
Questions and requests for assistance may be directed to the
Information Agent at its address and telephone numbers listed below.
Additional copies of the Offer to Purchase and the Letter of Transmittal
may be obtained from the Information Agent.
The Information Agent for the Offer is:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
800-322-2885
212-929-5500
EXHIBIT (a)(5)
- --------------
VIRGINIA SPRINGS LIMITED LIABILITY COMPANY
VIRGINIA SPRINGS LIMITED LIABILITY COMPANY HAS
INCREASED ITS OFFER PRICE TO $95 PER
UNIT OF LIMITED PARTNERSHIP INTEREST OF
RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.
NEW OFFER PRICE OF $95 PER UNIT.
We are increasing our offer price for your limited partnership
interests (the "Units") in Resources Accrued Mortgage Investors 2, L.P.
(the "Partnership") from $80 per Unit to $95 PER UNIT. IF IT IS LIQUIDITY
YOU DESIRE, OUR OFFER PROVIDES YOU WITH THE GREATEST PURCHASE PRICE
CURRENTLY BEING OFFERED.
We are offering to acquire up to 28,000 Units (the "Offer"). The
Offer is not subject to any minimum number of Units being tendered. The
expiration date of the Offer has been extended to June 14, 2002, 12:00
midnight, New York City time.
As we are increasing the offer price from $80 to $95 before the
expiration date of the Offer, June 14, 2002, unless extended, this
increased offer price will be paid with respect to all Units that are
purchased by us pursuant to the Offer, whether or not such Units are
tendered prior to or after this increase in consideration.
YOU WILL NOT BE REQUIRED TO PAY ANY COMMISSIONS OR FEES IN CONNECTION
WITH ANY DISPOSITION OF YOUR UNITS PURSUANT TO THE OFFER (which typically
range between $250 and 400).
Please refer to our Offer to Purchase dated March 29, 2002, for
additional information about the Offer.
IF YOU WOULD LIKE TO TENDER YOUR UNITS TO BE PURCHASED BY US FOR $95
PER UNIT, AND HAVE NOT YET COMPLETED THE BLUE LETTER OF TRANSMITTAL AND
DELIVERED IT TO AMERICAN STOCK TRANSFER AND TRUST COMPANY (THE
"DEPOSITARY"), PLEASE COMPLETE AND DELIVER IT TO THE DEPOSITARY AT THE
ADDRESS LISTED THEREON IN THE ENVELOPE PREVIOUSLY PROVIDED. IF YOU
COMPLETED AND DELIVERED THE BLUE LETTER OF TRANSMITTAL TO THE DEPOSITARY
AND HAVE NOT WITHDRAWN SUCH TENDER, YOU DO NOT NEED TO COMPLETE ANY OTHER
DOCUMENTS FOR YOUR UNITS TO BE TENDERED TO VIRGINIA SPRINGS. A COMPLETED
BLUE LETTER OF TRANSMITTAL SHALL BE SUFFICIENT TO TENDER YOUR UNITS FOR
PURCHASE BY VIRGINIA SPRINGS AT $95 PER UNIT.
If you have any questions or need assistance, please call MacKenzie
Partners, Inc., the Information Agent, at (800) 322-2885.
The Offer expires on (unless further extended) June 14, 2002.
Virginia Springs Limited Liability Company
April 24, 2002