SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
FINAL AMENDMENT
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 of Securities)
None
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(CUSIP Number of Class of Securities)
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Ben Farahi
Manager
Maxum LLC
1175 West Moana Lane, Suite 200
Reno, Nevada 89509
(775) 825-3355
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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)
CALCULATION OF FILING FEE
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Transaction Valuation* $1,827,000 Amount of Filing Fee $522
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* For purposes of calculating the fee only. This amount assumes the purchase
of 30,000 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.
[X] 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: $522 Filing Party:Ben Farahi
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Form or Registration No.: 005-56511 Date Filed: 4/27/05 and 5/27/05
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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
result of the tender offer: [x]
TENDER OFFER STATEMENT
This Amendment No. 2 amends the Tender Offer Statement on Schedule TO
filed on April 27, 2005, as amended by Amendment No. 1 filed on May 27, 2005
by Ben Farahi (the "Purchaser") relating to an offer to purchase units of
limited partnership interest ("Units") of Biggest Little Investments L.P. (the
"Partnership") upon the terms and subject to the conditions set forth in the
Offer to Purchase dated April 27, 2005 (the "Offer to Purchase") and the
related Letter of Transmittal, as each may be supplemented or amended from
time to time (which together constitute the "Offer"), to include the
information set forth below. The information in the Offer to Purchase is
incorporated herein by reference in answer to all of the Items of this
Schedule TO except as otherwise set forth below:
Item 7. Source and Amount of Funds or Other Consideration
Item 7 is hereby supplemented and amended by the following:
The total amount of funds required by the Purchaser to purchase the 9,646
Units accepted for payment pursuant to the Offer, exclusive of fees and
expenses, was $839,202. The Purchaser obtained such funds (plus funds to pay
fees and expenses) from his personal funds.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 8 is hereby supplemented and amended to add to following:
The Offer expired at 12:00 Midnight, New York City time, on Friday, June
24, 2005. Pursuant to the Offer, as of 12:00 Midnight, New York City time on
Wednesday, June 29, 2005, the Purchaser accepted for payment and paid for
9,646 Units, constituting approximately 5.33% of the Units.
As of the date of this Amendment No. 2 to Schedule TO, the Purchaser
beneficially owns 101,840 Units, constituting 56.28% 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 9,938 Units,
constituting approximately 5.49% 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 38.61% of the outstanding Units.
The Purchaser is a member of Virginia Springs Limited Liability
Company("Virginia Springs"). Virginia Springs owns 22,042 Units,
constituting 12.18% of the total outstanding Units. The address of Western
and Virginia Springs is 1175 West Moana Lane, Suite 200, Reno, Nevada 89509.
(b) Ben Farahi purchased 248 Units in a series of private transactions
as of July 14, 2005, for a purchase price of $87 per Unit.
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.
Dated: July 28, 2005
/s/ Ben Farahi
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Ben Farahi