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. ___)
===================
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 (the
"Schedule TO"), dated June 6, 2006 to purchase up to 65,000 Units at a
purchase price equal to $140 per Unit, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated June 6, 2006, 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, 2005 and the fiscal
quarter ended March 31, 2006, the General Partner of the Partnership was
allocated an aggregate of $39,058 and $3,102, respectively, of taxable
income.
The General Partner is also entitled to fees for managing the property
owned by the Partnership. For the year ended December 31, 2005 and the
fiscal quarter ended March 31, 2006, the General Partner of the Partnership
received $177,390 and $23,979, respectively, in management fees.
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.
The Bidder purchased 84 Units from limited partners between February
2006 and March 2006 in a series of private transactions at an average price
of $91.00 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.
June 6, 2006
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
June 6, 2006
Dear Limited Partner:
Please be advised that on June 6, 2006, the general partner of your
partnership received an unsolicited tender offer to purchase up to 65,000 of
the outstanding limited partnership interests of the partnership for $140 per
unit. The offer is being made by Ben Farahi, the sole manager of your
general partner, who owns directly 10,342 units, constituing 5.7% of the
outstanding units. In addition, Mr. Farahi owns a one-third interest in, and
is the managing member of, another limited partner of your partnership which
owns 91,902 units. Accordingly, Ben Farahi owns, directly or indirectly, an
additional 30,634 units of the partnership, constituting 16.9% of the
outstanding 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.
5