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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
Resources Accrued Mortgage Investors 2, L.P.
(Name of Subject Company)
Resources Accrued Mortgage Investors 2, L.P.
(Name of Person Filing Statement)
Units of Limited Partnership Interest
(Title of Class of Securities)
None
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(CUSIP Number of Class of Securities)
Carolyn Tiffany
RAM Funding, Inc.
5 Cambridge Center, 9th Floor
Cambridge, Massachusetts 02142
(617) 234-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) filing Statement)
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ITEM 1. SUBJECT COMPANY INFORMATION
The name of the subject company is Resources Accrued Mortgage Investors
2, L.P., a Delaware limited partnership (the "Partnership"). The address of the
principal executive offices of the Partnership is 5 Cambridge Center, 9th Floor,
Cambridge, Massachusetts 02142 and the telephone number of such offices is (617)
234-3000. The title of the class of equity securities to which this statement
relates is limited partnership units ("Units") of the Partnership. As of
December 31, 2000, there were 187,919 Units outstanding.
ITEM 2. IDENTITY AND BACKGROUND OF THE FILING PERSON
This Statement is being filed by the Partnership and relates to the
tender offer of Bighorn Associates LLC (the "Purchaser"), to purchase up to
57,000 Units at a purchase price of $90 per Unit, pursuant to the terms and
conditions of an Offer to Purchase dated January 17, 2001, and the related
Letter of Transmittal (together, the "Offer"). The Offer is being made pursuant
to a tender offer statement on Schedule TO dated January 17, 2001.
The address of the Purchaser's executive offices is 527 Madison Avenue,
New York New York 10022. The address and telephone number of the Partnership's
executive offices are as set forth in Item 1 above.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
The Purchaser is an affiliate of Presidio Capital Investment Corp.
("Presidio"). Presidio also controls the general partners of the Partnership
(collectively the "General Partner").
Pursuant to the Partnership's partnership agreement, the General
Partner is entitled to receive 2.5% of the Partnership's income, loss, capital
and distributions including without limitation the Partnership's cash flow from
operations and disposition proceeds. For the year ended December 31, 1999, the
General Partner was allocated an aggregate of $909,960 of taxable income.
Under the terms of a management agreement with NorthStar Presidio
Management Company LLC ("NorthStar Presidio"), NorthStar Presidio, an affiliate
of the General Partner, was retained to provide the day-to-day management of,
among other entities, the Partnership. During the years ended December 31, 1999
and 1998, the Partnership paid NorthStar Presidio $12,781 and $1,000,
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respectively, for management and administrative services rendered.
As of December 31, 2000, affiliates of the General Partner had acquired
31,893 Units representing 16.972% of the issued and outstanding Units.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
Because of the conflict of interest inherent in the fact that the
General Partners are, as described above, an affiliate of the Purchaser, the
Partnership is making no recommendation and is remaining neutral as to whether
limited partners should tender their Units pursuant to the Offer.
ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED OR TO BE COMPENSATED
None.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
During the past 60 days none of the persons referred to in Item 1008(b)
of Regulation M-A effected any transactions in the subject securities.
ITEM 7. PURPOSES OF THE TRANSACTIONS AND PLANS OR PROPOSALS
None.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
None.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
The following Exhibits are filed herewith:
Exhibit (a) - Letter to Limited Partners from the Partnership
dated January 17, 2001.
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SIGNATURE
After reasonable 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.
Date: January 17, 2001
RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.
BY: RAM Funding Inc.
Managing General Partner
BY: /s/ Michael L. Ashner
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Michael L. Ashner
President and Director
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