SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
X Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Resources Accrued Mortgage Investors 2, L.P.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
Limited Partnership Units
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(2) Aggregate number of securities to which transaction applies:
187,919
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.
7 Bulfinch Place, Suite 500
P.O. Box 9507
Boston, Massachusetts 02114
(617) 570-4600
December 3, 2001
To the Limited Partners of
Resources Accrued Mortgage Investors 2 L.P.:
We previously provided you a Consent Solicitation Statement, dated
November 1, 2001 (the "Consent") which sought your approval to an amendment to
the Agreement of Limited Partnership of Resources Accrued Mortgage Investors 2
L.P. to permit the transfer by RAM Funding, Inc. of its managing general partner
interest in the partnership, and by Presidio AGP Corp. of its associate general
partner interest in the partnership, to Maxum LLC. It has come to our attention
that a number of you did not get the Consent until at least a week after its
mailing. Accordingly, to enable each limited partner to fully determine whether
to vote in favor or against the amendment, we are extending the expiration date
of the consent period to 5:00 p.m., New York City time, on December 21 2001. To
date the partnership has received votes totaling 48.24% of the limited
partnership interests in the partnership in favor of the amendment.
In making your decision whether to vote for or against the amendment,
please note that:
o If the amendment is approved, Maxum will become the managing
and associate general partner of the partnership and will
become responsible for the day-to-day management of the
partnership, investor servicing and the other obligations of
the managing and associate general partner under the terms
of the partnership agreement.
o Management of Maxum has extensive experience owning and
managing real estate and knowledge of the Reno, Nevada real
estate market. Affiliates of Maxum currently own real estate
adjacent to the Sierra Marketplace shopping center, the
property that secures the partnership's remaining mortgage
loan. Maxum believes that its familiarity with the Reno,
Nevada area may help maximize the value of the partnership's
mortgage loan on Sierra Marketplace.
o If the amendment is approved, the managing general partner
will distribute all cash reserves of the partnership, other
than $500,000, immediately prior to the change in general
partners. In this regard, it is anticipated that the
managing general partner will cause the partnership to make
a distribution of approximately $5,000,000 or $26.34 per
unit.
A-1
o The vote on the amendment will have no effect on the
proposed settlement of the current class action lawsuit.
In making your decision, you should carefully review and consider the
information set forth in the Consent.
Your vote on this matter is very important. Abstentions or failure to
return the enclosed consent form will have the same effect as voting against the
amendment. Therefore, you are requested to complete, sign and return the consent
form in the enclosed postage-paid envelope or fax it to (718) 234-5001 at your
earliest convenience and, in any event, by the expiration date of the consent
period which is 5:00 p.m., New York City time, on December 21, 2001, or such
later date and time as we may set.
If you have any questions about the amendment or the Consent
Solicitation Statement, please call our information and solicitation agent,
MacKenzie Partners, Inc., at (800) 322-2885.
RAM Funding, Inc.,
Managing General Partner