SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
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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. 2)*
RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.
(Name of Subject Company (Issuer)
BIGHORN ASSOCIATES LLC
PRESIDIO CAPITAL INVESTMENT COMPANY, LLC
(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* $6,566,000 Amount of Filing Fee $1,313
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* For purposes of calculating the fee only. This amount assumes the purchase
of 67,000 units of limited partnership interest of the subject partnership
for $98 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.
[X] 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: $1,206 Filing Party: Bighorn Associates LLC
Form or Registration No.: Schedule TO Date Filed: January 17, 2001
[ ] 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. 2 amends the Tender Offer Statement on Schedule TO
filed on January 17, 2001, as amended by Amendment No. 1 filed on February 1,
2001, by Bighorn Associates LLC (the "Purchaser") and Presidio Capital
Investment Company, 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, 2000 (the "Offer to Purchase") and the
related Letter of Transmittal, as each may be supplemented or amended from time
to time (which together constitute the "Offer") to include the information set
forth below. 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
$98 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.
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 $6,566,000.
ITEM 11 ADDITIONAL INFORMATION.
Item 11 is hereby amended to add the following:
The information set forth in the letter to limited
partners attached hereto as Exhibit (a)(4) and the press release
attached hereto as Exhibit (a)(5) is incorporated by reference
herein.
ITEM 12 EXHIBITS.
Item 12 is hereby amended by adding the following, which
is attached as Exhibit:
(a)(4) Letter, dated February 14, 2001 from the
Purchaser to the limited partners of the
Partnership.
(a)(5) Press Release dated February 14, 2001.
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: February 14, 2001
Exhibit (a)(4)
$98
PRICE INCREASE TO PURCHASE
UNITS OF
RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.
BY
BIGHORN ASSOCIATES LLC
Bighorn Associates LLC has increased its offer to purchase Units in
Resources Accrued Mortgage Investors 2, L.P. to $98 per Unit. This price is $1
more than a competing offer made by Western Real Estate Investments, LLC and is
the highest available offer for your Units. We have also extended the expiration
date of our offer until 12:00 midnight, New York City Time on February 28, 2001.
o Our increased offer is being made on the same terms and conditions as
our original Offer. YOU WILL NOT BE OBLIGATED TO PAY ANY COMMISSIONS
OR TRANSFER FEES.
o If you already tendered to Bighorn Associates LLC and have not
withdrawn your tender you will automatically receive the benefit of
our increased $98 Offer. NO FURTHER ACTION IS NECESSARY.
o If you have previously tendered to Bighorn Associates LLC and have
withdrawn your tender, you will need to resubmit to us a duly
completed and executed copy of the blue letter of transmittal in order
to receive the benefit of our increased $98 Offer.
o If you tendered your Units in the competing offer, you may still
tender to us and receive the benefit of our increased $98 Offer by
initialing the box on the cover page of the enclosed blue letter of
transmittal, duly executing the letter of transmittal and delivering
the letter of transmittal to us by no later than February 28, 2001.
o In the event that you receive any future offers, including offers from
Western Real Estate Investments, please contact us at (888) 448-5554
before signing any documentation, as we may have again increased our
Offer.
If you elect to tender your Units, mail or facsimile a duly completed and
executed copy of the enclosed Letter of Transmittal, and any documents required
by the Letter of Transmittal to us using the enclosed pre-addressed,
postage-paid envelope at:
ATTENTION: AMERICAN STOCK TRANSFER & TRUST COMPANY
59 MAIDEN LANE
NEW YORK, NEW YORK 10038
ATTN.: REORG. DEPT. - RAM 2
FACSIMILE NO. (718) 234-5001
FOR INFORMATION CALL 1-888-448-5554
February 14, 2001 Bighorn Associates LLC
Exhibit (a)(5)
February 14, 2001
New York, New York
FOR IMMEDIATE RELEASE ....
Bighorn Associates LLC has extended the expiration date of its offer to
purchase units of limited partnership interest in Resource Accrued Mortgage
Investors 2, L.P. until 12:00 Midnight, New York City time, on February 28,
2001. Approximately 1,832 Units had been validly tendered pursuant to the offer
as of the close of business on February 13, 2001.
For additional information, please contact us at (888) 448-5554.