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. 2) *
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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)
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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
(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* $9,100,000 Amount of filing fee $1,820.00
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* For purposes of calculating the fee only. This amount assumes the
purchase of 65,000 units of limited partnership interest of the subject
partnership for $140 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: $1,820.00
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Form or Registration No.: 005-56511
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Filing Party: Ben Farahi
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Date Filed: June 6, 2006
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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 Offer to Purchase, dated June 6, 2006 (the
"Offer to Purchase"), as amended by the Extension of Offer to Purchase dated
July 5, 2006 (the "Extension of Offer to Purchase") and the Extension of Offer
to Purchase dated July 25, 2006 attached as Exhibit (a)(1) hereto (the "Second
Extension of Offer to Purchase"), each of 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 May 31,
2006, 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 22.6% of the
outstanding Units and is the sole manager of Maxum, LLC, the general partner
of the Company. From 1993 to May 23, 2006, the Purchaser was 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 has bee 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, as
amended by the Extension of Offer to Purchase and the Second Extension of
Offer to Purchase, the Purchaser is seeking tenders for 65,000 Units (the
"Offer").
(ii) The purchase price will be $140 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, as amended by the
Extension of Offer to Purchase and the Second Extension of Offer to Purchase,
which are incorporated by reference herein.
(iii) The Offer is scheduled to expire at midnight., Eastern Time, on
August 5, 2006, 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,
as amended by the Extension of Offer to Purchase and the Second Extension of
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, as amended
by the Extension of Offer to Purchase and the Second Extension of 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, as amended by the
Extension of Offer to Purchase and the Second Extension of 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, as amended by the Extension
of Offer to Purchase and the Second Extension of 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, as amended by the Extension of Offer to Purchase and the Second
Extension of 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, as amended by the Extension of Offer to Purchase and
the Second Extension of Offer to Purchase, which are 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, as amended by the Extension of Offer to Purchase and the
Second Extension of 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, as amended by the Extension of Offer to Purchase and the
Second Extension of Offer to Purchase, entitled "Future Plans," which are
hereby incorporated by reference herein.
(b) Reference is hereby made to the section of the Offer to Purchase, as
amended by the Extension of Offer to Purchase and the Second Extension of
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, as amended by the Extension of Offer to Purchase and the
Second Extension of 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) 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 40,976 Units, constituting 22.6% 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
all of such Units. The Purchaser disclaims beneficial ownership of an
additional 61,622 Units owned by Western Real Estate Investments, LLC.
(b) On June 22, 2006, the Purchaser filed Articles of Dissolution with
the Secretary of State of the State of Nevada with respect to Western Real
Estate Investments, LLC ("Western"), which beneficially owns 91,902 Units.
The Articles of Dissolution were subsequently challenged by the Purchaser's
brothers, John Farahi and Bob Farahi. Each of the Purchaser and his brothers
owns a one-third interest in Western. The Purchaser believes that each of the
Purchaser and his brothers owns one-third of the assets of Western. Western's
sole assets are its Units of the Partnership. Accordingly, the Purchaser owns
one-third of Western's Units, constituting 30,634 Units, in addition to the
10,342 Units owned by him individually, or 22.6% of the outstanding Units. The
Purchaser is no longer acting in concert with, or considered for securities
law purposes to be part of a 'group' with, either of his brothers with respect
to his ownership of Units. Consequently, the Purchaser disclaims ownership of
the 61,268 Units, constituting 33.9% of the outstanding Units, owned by his
brothers through Western. In the event that it is eventually determined under
Nevada law that the Purchaser's brothers control Western's actions, it is
possible, although unlikely, that they would control 90,902 Units on behalf of
Western, constituting a 50.2% majority interest in the Partnership's
outstanding Units.
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. Assets that are not readily marketable do not make up a
significant portion of the Purchaser's net worth
(b) Not applicable.
Item 11. Additional Information.
(a) Not Applicable.
(b) The Offer to Purchase, Extension of Offer to Purchase and Second
Extension of Offer to Purchase are hereby incorporated by reference herein.
Item 12. Exhibits.
(a)(1) Extension of Offer to Purchase, dated July 25, 2006.
(a)(2) Offer to Purchase, dated June 6, 2006. (Incorporated by reference
to Exhibit (a)(1) to Schedule TO filed on June 6, 2006 by the Purchaser with
the Securities and Exchange Commission.)
(a)(3) Cover Letter, dated June 6, 2006, from the Purchaser to Limited
Partners. (Incorporated by reference to Exhibit (a)(1) to Schedule TO filed
on June 6, 2006 by the Purchaser with the Securities and Exchange Commission.)
(a)(4) Extension of Offer to Purchase, dated July 5, 2006. (Incorporated
by reference to Exhibit (a)(1) to Amendment No. 1 to Schedule TO filed on July
7, 2006 by the Purchaser with the Securities and Exchange Commission.)
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: July 25, 2006
Exhibit Index
Exhibit No.
(a)(1) Extension of Offer to Purchase, dated July 25, 2006.
(a)(2) Offer to Purchase, dated June 6, 2006. (Incorporated by reference to
Exhibit (a)(1) to Schedule TO filed on June 6, 2006 by the Purchaser
with the Securities and Exchange Commission.)
(a)(3) Cover Letter, dated June 6, 2006, from the Purchaser to Limited
Partners. (Incorporated by reference to Exhibit (a)(1) to Schedule TO
filed on June 6, 2006 by the Purchaser with the Securities and Exchange
Commission.)
(a)(4) Extension of Offer to Purchase, dated July 5, 2006. (Incorporated by
reference to Exhibit (a)(1) to Amendment No. 1 to Schedule TO filed on
July 7, 2006 by the Purchaser with the Securities and Exchange
Commission.)
Exhibit (a)(1)
E XTENSION OF OFFER TO PURCHASE FOR CASH
BEN FARAHI
IS OFFERING TO PURCHASE UP TO 65,000 UNITS OF
LIMITED PARTNERSHIP INTEREST IN
BIGGEST LITTLE INVESTMENTS, L.P.,
A DELAWARE LIMITED PARTNERSHIP,
FOR $140 PER UNIT IN CASH
I will purchase up to 65,000 (approximately 36%) of the outstanding units
of limited partnership interest in your partnership. If more units are
tendered to me, I will accept units on a pro rata basis according to the
number of units tendered by each person. My offer and your withdrawal rights
will expire at 12:00 midnight, New York City time, on August 5, 2006, unless I
extend the deadline.
You will not pay any fees or commissions if you tender your units, with
the exception of taxes or fees which may be payable in respect of custodial or
other beneficiary accounts. My offer is not subject to any minimum number of
units being tendered. I am an affiliate of your general partner. I am making
this offer with a view towards making a profit.
Depending on your tax circumstances, there may be federal income tax
benefits associated with a tender of your units. In the event that my
purchase price is less than your tax basis for any units you tender in this
offer, you will receive the tax benefit of your loss at the time of your
tender, rather than deferring this benefit until you sell the units at a later
time.
SEE "RISK FACTORS" BEGINNING ON PAGE 1 OF THE OFFER TO PURCHASE DATED
JUNE 6, 2006 (THE "OFFER TO PURCHASE") FOR A DESCRIPTION OF RISK FACTORS THAT
YOU SHOULD CONSIDER IN CONNECTION WITH MY OFFER, INCLUDING THE FOLLOWING:
- The partnership has received indications of interest from Monarch
Casino & Resort Inc., of which my brothers, John and Bob Farahi, are
officers and directors, and another third party in purchasing the
Sierra Marketplace Shopping Center, the partnership's sole property.
However, no offers were ever made, nor were any significant
negotiations ever commenced. On July 20, 2006, my brothers made a
filing with the Securities and Exchange Commission stating that "the
independent directors on Monarch's Board of Directors has (sic) been
accumulating information relative to a potential purchase offer" for
the Sierra Marketplace.
- On June 22, 2006, I filed Articles of Dissolution with the Secretary
of State of the State of Nevada with respect to Western Real Estate
Investments, LLC, a limited liability company in which I own a one-
third interest, and of which I am the sole managing member. Western
Real Estate Investments owns 91,902 units, constituting 50.8% of the
outstanding units. Shortly after my filing, the Articles of
Dissolution with respect to Western Real Estate Investments were
challenged by my brothers, each of whom owns a one-third interest in
Western Real Estate Investments. I believe that each of my brothers
and I own one-third of the assets of Western Real Estate Investments
and, accordingly, one-third of Western's partnership units. Together
with the units I own individually, then, I own approximately 22.6% of
the outstanding units and may be in a position to influence the
outcome of partnership decisions on which limited partners may vote.
However, in the event that it is eventually determined under Nevada
law that my brothers control the actions of Western Real Estate
Investments, it is possible, although unlikely, that they would
control 91,902 units on behalf of Western Real Estate Investments,
constituting a 50.2% majority interest in the partnership's
outstanding units. In such event, my brothers could remove and
replace Maxum, LLC, the general partner of the partnership of which I
am the sole member and manager, and control whether, and on what
terms, the Sierra Marketplace, the partnership's sole property, is
sold or cause the partnership to take actions such as making
additional investments in mortgage loans or real estate, mortgaging
the Sierra Marketplace and otherwise conducting the partnership's
business.
- My purchase price is in excess of 70% above the average price for
the limited number of units which were traded in the informal
secondary market between January 2005 and April 2006. My purchase
price of $140 is not based on any third party appraisal or valuation.
In addition, my purchase price was determined without any arm's-length
negotiation between me and your partnership. No independent person has
given an opinion on the fairness of my offer, and no representation is
made by me or the general partner of your partnership on the fairness
of my offer. I have estimated the liquidation value per partnership
unit at $137.10, using a very conservative calculation methodology
(see Section 13 of the Offer to Purchase, entitled "Background of the
Offer").
- I am making my offer to make a return on my investment. Accordingly,
in establishing my purchase price I was motivated to set the lowest
price for your units that might be acceptable to you consistent with
my objectives. Such objectives may conflict with your interest in
receiving the highest price for your units.
- If you tender your units you will be giving up future potential
value from owning the units.
- You may receive more value by retaining your units than by selling
your units to me.
- I am an affiliate of the general partner of your partnership. For
the year ended December 31, 2005 and the fiscal quarter ended March
31, 2006, the general partner was allocated an aggregate of $39,058
and $3,102, respectively, of your partnership's taxable income for
acting in its capacity as the general partner and $177,390 and
$23,979, respectively, in fees for managing the property owned by your
partnership.
- It is possible that I may conduct a future offer at a higher price.
I anticipate continuing to make offers, on a periodic basis, as long
as I have the financial wherewithal to undertake such offers. It is
my intent and goal to provide the limited partners of your partnership
with a cost-effective liquidity alternative to the more expensive
secondary market and to reduce the partnership's administrative costs.
The Offer to Purchase is amended by this Extension of Offer to Purchase
by extending the expiration date of the offer from July 27, 2006 to August 5,
2006. The Offer to Purchase is further amended as follows:
The section of the Offer to Purchase entitled "Risk Factors-Increase in
Control of Your Partnership by Me" is hereby deleted in its entirety and
replaced with the following:
"I currently beneficially own approximately 22.6% of the outstanding
units. On June 22, 2006, I filed Articles of Dissolution with the
Secretary of State of the State of Nevada with respect to Western Real
Estate Investments, LLC, a limited liability company in which I own a
one-third interest, and of which I am the sole managing member. Western
Real Estate Investments owns 91,902 units, constituting 50.8% of the
outstanding units. Shortly after my filing, the Articles of Dissolution
with respect to Western Real Estate Investments were challenged by my
brothers, each of whom owns a one-third interest in Western Real Estate
Investments. I believe that each of my brothers and I own one-third of
the assets of Western Real Estate Investments. The sole assets of
Western Real Estate Investments are its units of the partnership.
Accordingly, I own one-third of the units of Western Real Estate
Investments, constituting 30,634 units, in addition to the 10,342 units I
own individually, or 22.6% of the outstanding units and my brothers
together own 61,268 units, or 33.9% of the outstanding units. I am no
longer acting in concert with, or considered for securities law purposes
to be part of a 'group' with, either of my brothers with respect to my
ownership of units. Consequently, I disclaim ownership of the 61,268
units owned by my brothers through Western Real Estate Investments. The
more units I acquire, the more I will be able to influence limited
partner voting decisions of your partnership. As the owner, directly or
indirectly, of a substantial portion of the outstanding units, both my
brothers and, separately, I, may presently be able to influence decisions
such as the removal of the general partner, amendments of the partnership
agreement, the sale of substantially all of your partnership's assets and
the liquidation of your partnership. In the event that it is eventually
determined under Nevada law that my brothers control the actions of
Western Real Estate Investments, it is possible, although unlikely, that
they would control 91,902 units on behalf of Western Real Estate
Investments, constituting a 50.2% majority interest in the partnership's
outstanding units."
Section 8 of the Offer to Purchase is hereby amended by adding the
following at the end thereof:
"However, I am not undertaking this offer and I am not currently
contemplating any future offers or other purchases of units with the
ultimate goal of engaging in a going private transaction."
The seventh paragraph of Section 9 of the Offer to Purchase, entitled
"CERTAIN INFORMATION CONCERNING YOUR PARTNERSHIP--YOUR PARTNERSHIP'S CURRENT
INVESTMENTS" is hereby deleted entirely and replaced with the following:
"Your partnership currently has no plans or proposals concerning the
Sierra Marketplace and continues to hold the property for investment
based on my belief in the long term value of the real estate. The
partnership is considering many different alternatives for the purpose of
further enhancing the value of the property and, accordingly, increasing
the value of the units. The reason for marketing vacant space only to
tenants willing to sign short-term leases is the intent to substantially
reduce costs when the partnership does identify a long-term plan for the
property. Potential future plans for the shopping center include further
renovation to attract more profitable short-term leases, redevelopment of
the property for commercial purposes, or entering into long term leases
with Monarch or another third party.
The partnership has received expressions of interest in the property from
Monarch and other third parties but no offers were ever made, nor were
any significant negotiations ever commenced. In October 2005, a
representative of a publicly held casino operator met with me, in my
capacity as the sole manager of the general partner of the partnership,
and stated that his company was interested in purchasing the property
adjacent to the Sierra Marketplace and, contingent upon such purchase,
also desired to purchase Sierra Marketplace. However, negotiations
between the casino operator and Monarch, the owner of the adjacent
property, were unsuccessful and, accordingly, no offer was ever made to
purchase Sierra Marketplace. In addition, on May 3, 2006, the partnership
received a letter from counsel to Monarch confirming a prior telephone
conversation in which such counsel had advised me that the Monarch Board
of Directors wished to immediately commence negotiations for the Sierra
Marketplace. During the referenced telephone conversation, a member of
the Board of Directors of Monarch informed me that Monarch was interested
in negotiating to purchase the Sierra Marketplace. I, on behalf of the
general partner of the partnership, responded to the representative of
Monarch that the partnership was not interested in selling the Sierra
Marketplace but would, instead, consider entering into a long-term lease
arrangement. Since such conversation, no further communication or other
contacts of any kind have occurred between representatives of Monarch and
your partnership regarding this issue. I intend to continue to evaluate
all of these possibilities in light of the changing real estate market in
Reno, Nevada. However, I anticipate that the value of the Sierra
Marketplace property may appreciate substantially in the next five to ten
years and, therefore, I do not believe that a sale of the property before
that time is in the best interests of your partnership. However, I will
consider any unsolicited offers received by the partnership relating to
Sierra Marketplace, in accordance with my fiduciary duties as the sole
member of the partnership's general partner."
The fourth paragraph of Section 11 of the Offer to Purchase, entitled
"CERTAIN INFORMATION CONCERNING ME," is hereby deleted in its entirety and
replaced with the following:
"As of the date of this offer to purchase, I own 40,976 units and I
disclaim beneficial ownership of an additional 61,268 units. To the best
of my knowledge, no other affiliate of mine beneficially owns or has a
right to acquire any units."
Section 11 of the Offer to Purchase, entitled "CERTAIN INFORMATION
CONCERNING ME--UNITS OWNED BY MY AFFILIATES," is hereby amended by adding the
following immediately prior to the final paragraph thereof:
"On June 22, 2006, I filed Articles of Dissolution with the Secretary of
State of the State of Nevada with respect to Western Real Estate
Investments, LLC, of which I am the sole managing member and the owner of
one-third of the outstanding interests. The Articles of Dissolution were
subsequently challenged by my brothers, each of whom also owns a one-
third interest in Western Real Estate Investments. I believe that each
of my brothers and I own one-third of the assets of Western Real Estate
Investments. The sole assets of Western Real Estate Investments are its
units of the partnership. Accordingly, I own one-third of the units of
Western Real Estate Investments, constituting 30,634 units, in addition
to the 10,342 units I own individually, or 22.6% of the outstanding
units, and my brothers together own 61,268 units, or 33.9% of the
outstanding units. I am no longer acting in concert with, or considered
for securities law purposes to be part of a 'group' with, either of my
brothers with respect to my ownership of units. Consequently, I disclaim
ownership of the 61,268 units owned by my brothers through Western Real
Estate Investments."
To accept my offer, please execute the letter of transmittal and return
it to American Stock Transfer & Trust Company, which is acting as Depositary
for my offer, together with any additional documents required, in the enclosed
pre-addressed, postage paid envelope (see Section 3. "Procedures for Tendering
Units" in the Offer to Purchase). Questions and requests for assistance or for
additional copies of this offer to purchase or the letter of transmittal
should be directed to MacKenzie Partners, Inc., which is acting as Information
Agent for my offer, at (800) 322-2885.
July 25, 2006