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
(Amendment No. 1)
BIGGEST LITTLE INVESTMENTS, L.P.
(Name of Subject Company)
Biggest Little Investments, L.P.
(Name of Person(s) Filing Statement)
Limited Partnership Interests
(Title of Class of Securities)
Not Applicable
(CUSIP Number of Class of Securities)
Ben Farahi
Manager
Maxum LLC
1175 W. Moana Lane
Reno, Nevada 89509
(775) 825-3355
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of the
person(s) filing statement)
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Item 1. Subject Company Information.
The name of the subject company is Biggest Little Investments, L.P., a
Delaware limited partnership (the "Partnership"). The principal executive
offices of the Partnership are located at 1175 W. Moana Lane, Reno, Nevada
89509 and the telephone number of such offices is (775) 825-3355. The
general partner of the Partnership is Maxum LLC, a Nevada limited liability
company (the "General Partner"). The title of the class of equity securities
to which this statement relates is the units of limited partnership interest
of the Partnership (the "Units"). The number of Units outstanding as of the
date hereof is 180,937.
Item 2. Identity and Background of Filing Person.
This statement is being filed by the Partnership
This Statement relates to a tender offer by Ben Farahi (the "Bidder" or
the "Purchaser") disclosed in a Tender Offer Statement on Schedule TO, dated
April 27, 2005, as amended by Amendment No. 1 to Schedule TO dated May 27,
2005 (together, the "Schedule TO"), to purchase up to 30,000 Units at a
purchase price equal to $87 per Unit, less the amount of any distributions
declared or made with respect to the Units between April 27, 2005 and June
24, 2005 or such other date to which the Offer (as hereinafter defined) may
be extended, upon the terms and subject to the conditions set forth in the
Extension of Offer to Purchase dated May 27, 2005, and the related Letter of
Transmittal (the "Offer to Purchase" or the "Offer"). The Bidder and the
General Partner are affiliated as the Bidder is the sole manager of the
General Partner.
Based on the information in the Schedule TO, the business address of the
person authorized to receive notices and communications on behalf of the
Purchaser is Ben Farahi, Manager, Maxum, LLC, 1175 W. Moana Lane, Reno,
Nevada 89509.
Item 3. Past Contacts, Transactions, Negotiations and Agreements.
Under the Partnership's Second Amended and Restated Agreement of Limited
Partnership, the General Partner of the Partnership 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, 2004 and the quarter
ended March 31, 2005, the General Partner of the Partnership was allocated an
aggregate of $23,540 and $8,063, respectively, of taxable income.
A conflict of interest exists for the General Partner between continuing
the Partnership and the right to receive the amounts described above and
liquidating the Partnership.
In addition, as disclosed in Item 2, the General Partner is affiliated
with the Bidder.
Item 4. The Solicitation or Recommendation.
Due to the affiliation between the Bidder and the General Partner, the
Partnership makes no recommendation and is remaining neutral as to whether
limited partners should tender their Units to the Bidder.
To the extent known by the Partnership, no affiliate of the General
Partner currently intends to tender their Units to the Bidder.
Item 5. Person/Assets, Retained, Employed, Compensated or Used.
None.
Item 6. Interest in Securities of the Subject Company.
Western Real Estate Investments, LLC, an affiliate of the Bidder,
purchased ten Units from a limited partner in March 2005 in a private
transaction at a price of $70 per Unit.
Item 7. Purpose of the Transaction and Plans or Proposals.
(a) The Partnership has not undertaken or engaged in any negotiations in
response to the Offer to Purchase which relates to: (i) a tender offer or
other acquisition of the Units by the Partnership, any of its subsidiaries or
any other person; (ii) any extraordinary transaction, such as a merger,
reorganization or liquidation, involving the Partnership; (iii) a purchase,
sale or transfer of a material amount of assets by the Partnership; or (iv)
any material change in the present dividend rate or policy, or indebtedness
or capitalization of the Partnership.
(b) There are no transactions, resolutions, agreements in principle or
signed contracts in response to the Offer to Purchase that relate to or would
result in one or more of the events referred to in Item 7(a).
Item 8. Additional Information.
None.
Item 9. Exhibits.
(a) (1) Letter to Limited Partners.
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.
May 27, 2005
BIGGEST LITTLE INVESTMENTS, L.P.
By: Maxum LLC,
General Partner
By: /s/ Ben Farahi
--------------
Ben Farahi
Manager
Exhibit (a)(1)
BIGGEST LITTLE INVESTMENTS, L.P.
1175 W. Moana Lane
Reno, Nevada 89509
(775) 825-3355
May 27, 2005
Dear Limited Partner:
Please be advised that on May 27, 2005, the general partner of your
partnership received an amendment to the unsolicited tender offer received by
the general partner on April 27, 2005, increasing the offer to purchase to up
to 30,000 of the outstanding limited partnership interests of the partnership
for $87 per unit. The offer is being made by Ben Farahi, the sole manager of
your general partner and an affiliate of certain of the limited partners of
your partnership which own approximately 50.8% of the units.
Due to the affiliation between Ben Farahi and the general partner or
your partnership, we are making no recommendation and are remaining neutral
as to whether limited partners should tender their units to Mr. Farahi. You
will have to make the determination as to whether to wait for the liquidation
of your partnership's assets or to sell your interests now at the tender
offer price. We do recommend, however, that if you chose to sell your
interests prior to liquidation, you consider other options for sale,
including the informal secondary market for the units.
Please be advised that by accepting this offer, you will no longer have
an ownership interest in the partnership's assets; thus, you will not share
in any potential change in their value if you chose to pursue the tender
offer. In addition, in making a decision in whether to tender your units, we
recommend that you consult with your financial and tax advisors.
If you have any questions or would like any further information, please
contact us (775) 825-3355.
Sincerely,
BIGGEST LITTLE INVESTMENTS, L.P.