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RESOURCES ACCRUED MORTGAGE INVESTORS 2, L.P.
LETTER OF TRANSMITTAL
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THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME,
ON FEBRUARY 20, 2001 (THE "EXPIRATION DATE") UNLESS EXTENDED.
(Please indicate changes or corrections to the name, address and Tax
Identification Number printed above.)
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To participate in the Offer, a duly executed copy of this Letter of
Transmittal and any other documents required by this Letter of Transmittal must
be received by the Purchaser (as defined below) on or prior to the Expiration
Date. Delivery of this Letter of Transmittal or any other required documents to
an address other than as set forth below does not constitute valid delivery. The
method of delivery of all documents is at the election and risk of the tendering
Limited Partner. Please use the pre-addressed, postage paid envelope provided.
This Letter of Transmittal is to be completed by limited partners
("Limited Partners") of Resources Accrued Mortgage Investors 2, L.P. (the
"Partnership") pursuant to the procedures set forth in the Offer to Purchase (as
defined below). Capitalized terms used herein and not defined herein have the
meanings ascribed to such terms in the Offer to Purchase, dated January 17, 2001
(the "Offer to Purchase"), made by Bighorn Associates LLC, a Delaware limited
liability company (the "Purchaser").
PLEASE READ CAREFULLY THE ACCOMPANYING INSRUCTIONS
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IF YOU HAVE THE CERTIFICATE ORIGINALLY ISSUED TO REPRESENT YOUR UNITS IN THE
PARTNERSHIP, PLEASE SEND IT TO THE INFORMATION AGENT WITH THIS LETTER OF
TRANSMITTAL
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FOR INFORMATION OR ASSISTANCE IN CONNECTION WITH THE OFFER OR THE COMPLETION OF
THIS LETTER OF TRANSMITTAL, PLEASE CONTACT US AT (888) 448-5554
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TO: BIGHORN ASSOCIATES LLC
The undersigned hereby tenders all of its units of limited partnership
interest in the Partnership as set forth above (the "Units") to Bighorn
Associates LLC, a Delaware limited liability company (the "Purchaser") for $90
cash per Unit, less any distributions made by the Partnership prior to the date
of payment, upon the terms and subject to the conditions set forth in the Offer
to Purchase, receipt of which is hereby acknowledged, and this Letter of
Transmittal (the "Letter of Transmittal", which, together with the Offer to
Purchase and any supplements, modifications or amendments thereto, constitute
the "Offer").
The undersigned recognizes that, under the circumstances described in
the Offer to Purchase, the Purchaser will accept Units for payment on a pro rata
basis (with adjustments to avoid purchases of certain fractional Units) based
upon the number of Units tendered prior to or on the Expiration Date and not
withdrawn.
Subject to and effective upon acceptance for payment of any Units
tendered hereby in accordance with the terms of the Offer, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Purchaser all
right, title and interest in and to such Units purchased and requests,
authorizes and directs the General Partner to substitute the Purchaser as a
limited partner of the Partnership in place of the undersigned with respect to
such Units. The undersigned hereby irrevocably constitutes and appoints the
Purchaser as the Limited Partner's proxy and true and lawful agent and
attorney-in-fact of the undersigned with respect to such Units, with full power
of substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest) to deliver such Units and transfer ownership thereof
on the Partnership books maintained by the General Partner, together with all
accompanying evidences of transfer and authenticity, to or upon the order of the
Purchaser and upon payment of the purchase price payable by the Purchaser in
accordance with the terms of the Offer to Purchase in respect of such Units (the
"Purchase Price"), to receive all benefits and otherwise exercise all rights of
beneficial ownership of such Units, including, without limitation, all voting
rights and the right to receive distributions from the Partnership, all in
accordance with the Offer. Subject to and effective upon the purchase of any
Units tendered hereby, the undersigned hereby requests that the Purchaser be
admitted as a "Substitute Limited Partner" under the terms of the Partnership
Agreement of the Partnership. Upon the purchase of such Units pursuant to the
Offer, all prior proxies and consents given by the undersigned with respect
thereto will be revoked and no subsequent proxies or consents may be given (and
if given will not be deemed effective).
The undersigned hereby represents and warrants that the undersigned
owns the Units tendered hereby within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, and has full power and authority to
validly tender, sell, assign and transfer, the Units tendered hereby, and that
when any such Units are accepted for payment by the Purchaser, the Purchaser
will acquire good, marketable and unencumbered title thereto, free and clear of
all liens, restrictions, charges, encumbrances, conditional sales agreements or
other obligations relating to the sale or transfer thereof, and such Units will
not be subject to any adverse claim. Upon request, the undersigned will execute
and deliver any additional documents deemed by the Purchaser to be necessary or
desirable to complete the assignment, transfer, or purchase of the Units
tendered hereby.
The undersigned understands that a valid tender of Units to the
Purchaser will constitute a binding agreement upon the terms and subject to the
conditions of the Offer. The undersigned recognizes that under certain
circumstances set forth in the Offer to Purchase, the Purchaser may not accept
for payment any Units tendered hereby. In such event, the undersigned
understands that this Letter of Transmittal will be of no force or effect. All
authority herein conferred or agreed to be conferred shall survive the death or
incapacity of the undersigned and any obligations of the undersigned shall be
binding upon the heirs, personal representatives, administrators, executors,
successors, assigns and trustees in bankruptcy and other legal representatives
of the undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
The undersigned further represents and warrants that, to the extent a
certificate evidencing the Units tendered hereby (the "original certificate") is
not delivered by the undersigned together with this Letter of Transmittal, (i)
the undersigned has not sold, transferred, conveyed, assigned, pledged,
deposited or otherwise disposed of any portion of the Units, (ii) the
undersigned has caused a diligent search of its records to be taken and has been
unable to locate the original certificate, (iii) if the undersigned shall find
or recover the original certificate evidencing the Units, it will immediately
and without consideration surrender it to the Purchaser; and (iv) the
undersigned shall at all times indemnify, defend, and save harmless the
Purchaser and the Partnership (which shall be a third party beneficiary), its
successors, and its assigns from and against any and all claims, actions, and
suits, whether groundless or otherwise, and from and against any and all
liabilities, losses, damages, judgments, costs, charges, counsel fees, and other
expenses of every nature and character by reason of honoring or refusing to
honor the original certificate when presented by or on behalf of a holder in due
course or a holder appearing to or believed by the Partnership to be such, or by
issuance or delivery of a replacement certificate, or the making of any payment,
delivery, or credit in respect of the original certificate without surrender
thereof, or in respect of the replacement certificate.
FOR INFORMATION AND ASSISTANCE WITH THE OFFER, PLEASE CALL: (888)
448-5554. For Units to be validly tendered, Limited Partners should complete and
sign this Letter of Transmittal and return it in the self addressed,
postage-paid envelope enclosed, or by Hand or Overnight Delivery to American
Stock Transfer at the address set forth on the back cover of this Letter of
Transmittal or by Facsimile to (718) 234-5001.
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BEFORE SIGNING AND RETURNING THIS LETTER OF TRANSMITTAL,
PLEASE REFER TO THE ACCOMPANYING INSTRUCTIONS
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SIGNATURE BOX (ALL OWNERS)
(SEE INSTRUCTIONS 1, 3 AND 4 AS NECESSARY)
Please sign exactly as your name is printed on the front of this Letter of
Transmittal. For joint owners, each owner must sign. (See Instruction 1.)
The signatory hereto hereby tenders the number of Units indicated in this Letter
of Transmittal to the Purchaser pursuant to the terms of the Offer and certifies
under penalties of perjury the statements in Box A and, if applicable, Box B.
X
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(Signature)
X
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(Signature)
Tax I.D. Number X
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Name and Capacity (if other than individuals)
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(Title)
Address
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(city) (state) (zip)
Area Code and Telephone No. ( ) (Day) ( ) (Evening)
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BOX A
SUBSTITUTE FORM W-9
(See Instruction 3 - Box A)
The person signing this Letter of Transmittal hereby certifies the following to
the Purchaser of the Units indicated in this Letter of Transmittal under
penalties of perjury:
(i) The Taxpayer Identification Number ("TIN") printed (or corrected)
on the front of this Letter of Transmittal is the correct TIN of the Limited
Partner, or if this box [ ] is checked, the Limited Partner has applied for a
TIN. If the Limited Partner has applied for a TIN, a TIN has not been issued to
the Limited Partner, and either: (a) the Limited Partner has mailed or delivered
an application to receive a TIN to the appropriate IRS Center or Social Security
Administration Office, or (b) the Limited Partner intends to mail or deliver an
application in the near future (it being understood that if the Limited partner
does not provide a TIN to the Purchaser within sixty (60) days, 31% of all
reportable payments made to the Limited Partner will be withheld until the TIN
is provided to the Purchaser); and
(ii) Unless this box [ ] is checked, the Limited Partner is not
subject to backup withholding either because the Limited Partner: (a) is exempt
from backup withholding, (b) has not been notified by the IRS that the Limited
Partner is no longer subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) has been notified by the IRS that such
Limited Partner is no longer subject to backup withholding.
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BOX B
SUBSTITUTE FORM W-8
(See instruction 4)
By checking this box [ ], the person signing this Letter of
Transmittal hereby certifies under penalties of perjury that the Limited Partner
is an "exempt foreign person" for purposes of the backup withholding rules under
the U.S. federal income tax laws, because the Limited Partner:
(i) Is a nonresident alien individual or a foreign corporation,
partnership, estate or trust;
(ii) If an individual, has not been and plans not to be present in
the U.S. for a total of 183 days or more during the calendar
year; and
(iii) Neither engages, nor plans to engage, in a U.S. trade or
business that has effectively connected gains from transactions
with a broker or barter exchange.
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<PAGE>
The Information Agent for the offer is:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By Mail: By Overnight Courier or Hand:
American Stock Transfer & Trust Company American Stock Transfer & Trust Company
59 Maiden Lane 6201 15th Avenue
New York, NY 10038 Brooklyn, New York 11219
Attn: Reorg. Department - RAM 2 Attn: Reorg. Department - RAM 2
By Facsimile: For Information please call:
(718) 234-5001 TOLL FREE (888) 448-5554
