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. 2)
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
June 6, 2006, as amended by Amendment No. 1 to Schedule TO dated July 5, 2006
and Amendment No. 2 to Schedule TO dated July 25, 2006 (together, the
"Schedule TO"), 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, as amended by the Extension of Offer to
Purchase dated July 5, 2006, the Extension of Offer to Purchase dated July
24, 2006, and the related Letter of Transmittal (collectively, 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 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.
On June 22, 2006, the Bidder 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 owned 90,902 Units. The
Articles of Dissolution were subsequently challenged by the Bidder's
brothers, John Farahi and Bob Farahi. Each of the Bidder and his brothers
owns a one-third interest in Western. The Bidder has stated in his Schedule
TO his belief that he owns one-third of Western's Units, constituting 30,634
Units, in addition to the 10,342 Units owned by the Bidder individually, or a
total of 22.6% of the outstanding Units. The Bidder 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 Bidder has disclaimed 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 Bidder's brothers control Western's actions, it is possible, although
unlikely, that they would control 91,902 Units on behalf of Western,
constituting a 50.2% majority interest in the Partnership's outstanding
Units.
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.
July 25, 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
July 25, 2006
Dear Limited Partner:
Please be advised that on July 25, 2006, the general partner of your
partnership received an amendment to the unsolicited tender offer received by
the general partner on June 6, 2006, as amended on July 5, 2006, extending
the offer to purchase up to 65,000 of the outstanding limited partnership
interests of the partnership for $140 per unit until 12:00 midnight, New York
City time, on August 5, 2006. The offer is being made by Ben Farahi, the
sole manager of your general partner who owns approximately 22.6% of the
units.
Due to the affiliation between Ben Farahi and the general partner of
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 choose 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.
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