RESOURCES ACCRUED MORTGAGE INVESTORS 2 LP
8-K, 1999-11-03
FINANCE SERVICES
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K


                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of report (Date of earliest event reported) October 25, 1999

                   Resources Accrued Mortgage Investors 2 L.P.
                   -------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                                    --------
                 (State or Other Jurisdiction of Incorporation)

               0-16856                               13-3368726
       (Commission File Number)        (I.R.S. Employer Identification No.)

Cambridge Center, 9th Floor, Cambridge, Massachusetts     02142
- -----------------------------------------------------------------
(Address of Principal Executive Offices)               (Zip Code)

                                 (617) 234-3000
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

             411 West Putnam Avenue, Suite 270, Greenwich, CT 06830
             ------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)
<PAGE>

Item 5.  Other Events

     On October 21, 1999, Presidio Capital Corporation ("Presidio"), the entity
which is indirectly the sole shareholder of RAM Funding, Inc. (the "General
Partner"), the managing general partner of Resources Accrued Mortgage Investors
2 L.P. (the "Partnership"), and certain of its affiliates entered into a
Services Agreement with AP-PCC III, L.P. (the "Agent") pursuant to which the
Agent was retained to provide asset management and investor relation services to
the Partnership and other entities affiliated with the Partnership.

     As a result of this agreement, the Agent has the duty to direct the day to
day affairs of the Partnership, including, without limitation, reviewing and
analyzing potential sale, financing or restructuring proposals regarding the
Partnership's assets, preparation of all Partnership reports, maintaining
Partnership records and maintaining bank accounts of the Partnership. The Agent
is not permitted, however, without the consent of Presidio, or as otherwise
required under the terms of the Partnership's Agreement of Limited Partnership
(the "Partnership Agreement") to, among other things, cause the Partnership to
sell or acquire an asset or file for bankruptcy.

     In order to facilitate the provision by the Agent of the asset management
services and the investor relation services, effective October 25, 1999, the
officers and directors of the General Partner resigned and nominees of the Agent
were elected as the officers and directors of the General Partner. The Agent is
an affiliate of Winthrop Financial Associates, a Boston based company that
provides asset management services, investor relation services and property
management services to over 150 limited partnerships which own commercial
property and other assets. The General Partner does not believe that this
transaction will have a material effect on the operations of the Partnership.
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized this 2nd day of November, 1999.

                                Resources Accrued Mortgage Investors 2 L.P.

                                By: RAM Funding, Inc.
                                    Its General Partner


                                    By: /s/ Michael L. Ashner
                                       ---------------------------
                                            Michael L. Ashner
                                            President




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