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. )*
RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.
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(Name of Subject Company (Issuer)
BIGHORN ASSOCIATES 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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MICHAEL L. ASHNER
BIGHORN ASSOCIATES LLC
5 CAMBRIDGE CENTER
9TH FLOOR
CAMBRIDGE, MA 02142
(617) 234-9000
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Copy To:
MARK I. FISHER, ESQ.
ROSENMAN & COLIN LLP
575 MADISON AVENUE
NEW YORK, NEW YORK 10022
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CALCULATION OF FILING FEE
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Transaction Valuation* $5,130,000 Amount of Filing Fee $1,026
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* For purposes of calculating the fee only. This amount assumes the purchase
of 57,000 units of limited partnership interest of the subject partnership
for $90 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:
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Form or Registration No.:
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Filing Party:
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Date Filed:
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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: [ ]
TENDER OFFER STATEMENT
This statement (the "Statement") constitutes the Tender Offer Statement
on Schedule TO of Bighorn Associates LLC (the "Purchaser") and Presidio Capital
Management, LLC ("PCIC, and collectively, with the Purchaser, the "Bidders")
relating to an offer to purchase units of limited partnership interest ("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
January 17, 2001 (the "Offer to Purchase") and the related Letter of
Transmittal, copies of which are filed as Exhibits (a)(1) and (a)(2) hereto,
respectively. 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 3. IDENTITY AND BACKGROUND OF FILING PERSON.
During the last five years, none of the Bidders nor, to the best of
their knowledge, any of the persons listed in Schedule 1 to the Offer to
Purchase (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to federal or state securities laws or finding
any violation with respect to such laws.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Except as described in the Offer to Purchase, none of the events set
forth in Item 1005(a) and (b) of Regulation M-A has occurred.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Except as set forth in the Offer to Purchase, none of the events set
forth in Item 1006(c) of Regulation M-A are planned, proposed or being
negotiated.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Except as set forth in the Offer to Purchase, there are no alternative
plans to finance the tender offer and no plans to repay any borrowed funds used
in the tender offer.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The Purchaser owns 14,122 Units representing 7.515% of the total
outstanding Units. Presidio Partnership II Corp. owns 17,462 representing 9.292%
of the total outstanding Units. PCIC owns 309 Units representing less than one
percent of the total outstanding Units. As a result of PCIC being the ultimate
100% owner of both the Purchaser and Presidio Partnership II Corp., PCIC may be
deemed to beneficially own the Units owned by the Purchaser and Presidio
Partnership II Corp. The Purchaser, Presidio Partnership II Corp. and PCIC own
in the aggregate 31,893 Units or 16.972% of the total Units outstanding based on
the 187,919 Units outstanding as of the date hereof.
ITEM 10 FINANCIAL STATEMENTS.
Not Applicable
ITEM 12 EXHIBITS.
(a)(1) Offer to Purchase, dated January 17, 2000.
(a)(2) Letter of Transmittal and Related Instructions.
(a)(3) Cover Letter, dated January 17, 2000, from the Purchaser to
Limited Partners.
ITEM 13 INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not Applicable.
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.
BIGHORN ASSOCIATES LLC
By: Presidio Capital Investment
Company, LLC, member
By /s/ David King
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David King
President
PRESIDIO CAPITAL INVESTMENT
COMPANY, LLC
By /s/ David King
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David King
President
Dated: January 17, 2000
Exhibit Index
Exhibit No.
(a)(1) Offer to Purchase, dated January 17, 2000.
(a)(2) Letter of Transmittal and Related Instructions.
(a)(3) Cover Letter, dated January 17, 2000, from the Purchaser to
Limited Partners.