SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No.____) *
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Biggest Little Investments, L.P.
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(Name of Subject Company (issuer))
Ben Farahi
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(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)
Ben Farahi
Manager
Maxum, LLC
1175 West Moana Lane, Suite 200
Reno, Nevada 89509
(775) 825-3355
Copy To:
Don S. Hershman, Esq.
Much Shelist
191 North Wacker Drive, Suite 1800
Chicago, Illinois 60606
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(Name, address and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
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CALCULATION OF FILING FEE
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Transaction valuation* $1,740,000 Amount of filing fee $204.80
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* For purposes of calculating the fee only. This amount assumes the purchase
of 20,000 units of limited partnership interest of the subject partnership for
$87 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.
[ ] 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: N/A
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Form or Registration No.:
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Filing Party:
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Date Filed:
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[ ] 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
Item 1. Summary Term Sheet.
Reference is made to the Summary Term Sheet of the Offer to Purchase
dated April 27, 2005 attached as Exhibit (a)(1) hereto (the "Offer to
Purchase"), which is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the subject company is Biggest Little Investments, L.P.
(the "Company"). The Company's principal executive offices are located at
1175 West Moana Lane, Suite 200, Reno, Nevada 89509 and its telephone number
is (775) 825-3355.
(b) The title of the securities that are the subject of this offer is
units of limited partnership interest in the Company ("Units"). As of April
6, 2005, there were approximately 180,937 Units outstanding.
(c) There is no established trading market for the Units (except for
limited or sporadic quotations).
Item 3. Identity and Background of Filing Person.
Ben Farahi is tendering for the Units (the "Purchaser"). The Purchaser's
business address is 1175 West Moana Lane, Suite 200, Reno, Nevada 89509 and
his telephone number is (775) 825-3355. The Purchaser owns 50.8% of the
outstanding Units and is the sole manager of Maxum, LLC, the general partner
of the Company. For the past ten years, the Purchaser has been Co-Chairman of
the Board, Chief Financial Officer, Secretary, and Treasurer of Monarch Casino
& Resort, Inc. which, through its wholly-owned subsidiary Golden Road Motor
Inn, Inc. ("Golden Road"), a Nevada corporation, owns and operates the
tropically themed Atlantis Hotel Casino in Reno, Nevada. Since September 1,
1978, the Purchaser is also a partner in Farahi Investment Company which is
involved in real estate investment and development. During the last five
years, the Purchaser neither: (i) was convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); nor (ii) was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to federal
or state securities laws or finding any violation with respect to such laws.
The Purchaser is a U.S. citizen.
Item 4. Terms of the Transaction.
(a)(1)
(i) Subject to the conditions set forth in the Offer to Purchase, the
Purchaser is seeking tenders for 20,000 Units (the "Offer").
(ii) The purchase price will be $87 per Unit. Reference is hereby made
to the Cover Page, Summary Term Sheet and the sections entitled "Terms of the
Offer," "Proration; Acceptance for Payment and Payment for Units" and
"Conditions of the Offer" of the Offer to Purchase, which are incorporated by
reference herein.
(iii) The Offer is scheduled to expire at midnight., Eastern Time, on
May 27, 2005, unless extended. Reference is hereby made to the Cover Page,
Summary Term Sheet and the sections entitled "Terms of the Offer," "Proration;
Acceptance for Payment and Payment for Units," "Withdrawal Rights" and
"Extension of Tender Period; Termination; Amendment" of the Offer to Purchase,
which are incorporated by reference herein.
(iv) A subsequent offering period will not be available. Reference is
hereby made to the Summary Term Sheet and the section entitled "Extension of
Tender Period; Termination; Amendment" of the Offer to Purchase, which are
incorporated by reference herein.
(v) Reference is hereby made to the Cover Page, Summary Term Sheet and
the sections entitled "Terms of the Offer," "Proration; Acceptance for Payment
and Payment for Units," "Withdrawal Rights" and "Extension of Tender Period;
Termination; Amendment" of the Offer to Purchase, which are incorporated
herein by reference.
(vi) Reference is hereby made to the Summary Term Sheet and the
sections entitled "Terms of the Offer," "Proration; Acceptance for Payment and
Payment for Units," "Withdrawal Rights" and "Extension of Tender Period;
Termination; Amendment" of the Offer to Purchase, which are incorporated by
reference herein.
(vii) Reference is hereby made to the Cover Page, Summary Term Sheet
and the sections entitled "Terms of the Offer," "Proration; Acceptance for
Payment and Payment for Units," "Procedures for Tendering Units," "Withdrawal
Rights" and "Extension of Tender Period; Termination; Amendment" of the Offer
to Purchase, which are incorporated by reference herein.
(viii) Reference is hereby made to the Summary Term Sheet and the
section entitled "Proration; Acceptance for Payment and Payment for Units," of
the Offer to Purchase, which is incorporated by reference herein.
(ix) Reference is hereby made to the section entitled "Proration;
Acceptance for Payment and Payment for Units," of the Offer to Purchase, which
is incorporated by reference herein.
(x) Reference is hereby made to the section entitled "Effects of the
Offer" of the Offer to Purchase, which is incorporated by reference herein.
(xi) Not applicable.
(xii) Reference is hereby made to the section entitled "Certain Federal
Income Tax Consequences" of the Offer to Purchase, which is incorporated by
reference herein.
(a)(2) Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Except as described in the sections entitled "Conflicts of Interest and
Transactions with Affiliates" and "Certain Information Concerning Us" of the
Offer to Purchase, which are hereby incorporated by reference herein, none of
the events set forth in Item 1005(a) and (b) of Regulation M-A has occurred.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) Reference is hereby made to the Cover Page and the section of the
Offer to Purchase entitled "Future Plans," which is hereby incorporated by
reference herein.
(b) Reference is hereby made to the section of the Offer to Purchase
entitled "Future Plans," which is hereby incorporated by reference herein.
(c) None of the events set forth in Item 1006(c)(1) through (7) of
Regulation M-A are planned, proposed or being negotiated.
Item 7. Source and Amount of Funds or Other Consideration.
(a) Reference is hereby made to the Summary Term Sheet and section of the
Offer to Purchase entitled "Source of Funds," which are hereby incorporated by
reference herein.
(b) There are no material conditions to the financing of the transaction.
There are no alternative financing plans or arrangements for the transaction.
(d) Except as set forth in the section entitled "Source of Funds" of the
Offer to Purchase, which is incorporated herein by reference, none of the
funds required for the purpose of the transaction are expected to be borrowed,
directly or indirectly.
Item 8. Interest in Securities of the Subject Company.
(a) The Purchaser beneficially owns 91,946 Units, constituting 50.8% of
the outstanding Units based on the 180,937 Units outstanding as of the date
hereof. The Purchaser has sole voting and investment power with respect to 44
Units, constituting less than 1% of the outstanding Units. The Purchaser is a
partner in Farahi Investment Company, a general partnership which is the sole
member of Western Real Estate Investments, LLC ("Western"). Western
beneficially owns 69,860 Units, constituting 38.6% of the outstanding Units.
The Purchaser is a member of Virginia Springs Limited Liability Company
("Virginia Springs"). Virginia Springs owns 22,042 Units, constituting 12.2%
of the total outstanding Units. The address of Western and Virginia Springs
is 1175 West Moana Lane, Suite 200, Reno, Nevada 89509.
(b) Western purchased ten Units from a limited partner in a private
transaction in March 2005.
Item 9. Persons/Assets Retained, Employed, Compensated or Used.
No persons have been employed, retained or are to be compensated by the
Purchaser to make solicitations or recommendations in connection with the
Offer.
Item 10. Financial Statements.
(a) The Purchaser's net worth is in excess of $10,000,000. The Purchaser
does not have any material guarantees and contingencies that may negatively
affect his net worth.
(b) Not applicable.
Item 11. Additional Information.
(a) Not Applicable.
(b) The Offer to Purchase is hereby incorporated by reference herein.
Item 12. Exhibits.
(a)(1) Offer to Purchase, dated April 27, 2005.
(a)(2) Letter of Transmittal and Related Instructions.
(a)(3) Cover Letter, dated April 27, 2005, from the Purchaser to Limited
Partners.
Item 13. Information Required by Schedule 13E-3.
Not Applicable.
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.
/s/ Ben Farahi
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Ben Farahi
Dated: April 27, 2005
Exhibit Index
Exhibit No.
(a)(1) Offer to Purchase, dated April 27, 2005.
(a)(2) Letter of Transmittal and Related Instructions.
(a)(3) Cover Letter, dated April 27, 2005, from the Purchaser to Limited
Partners.