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. 3) *
-----------------------------------------------------
Biggest Little Investments, L.P.
-----------------------------------------------------
(Name of Subject Company (issuer))
Ben Farahi
-----------------------------------------------------
(Names of Filing Persons (identifying status as offeror,
issuer or other person))
Limited Partnership Units
-----------------------------------------------------
(Title of Class Securities)
None
-----------------------------------------------------
(CUSIP Number of Class Securities)
-----------------------------------------------------
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)
- ------------------------------------------------------------------------------
CALCULATION OF FILING FEE
- ------------------------------------------------------------------------------
Transaction valuation* $9,100,000 Amount of filing fee $1,820.00
- ------------------------------------------------------------------------------
* 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
- -------------------------------------------------------------------
005-56511
Form or Registration No.:
- -------------------------------------------------------------------
Ben Farahi
Filing Party:
- -------------------------------------------------------------------
June 6, 2006
Date Filed:
- -------------------------------------------------------------------
[ ] 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"), the Extension of Offer to
Purchase dated July 25, 2006 (the "Second Extension of Offer to Purchase") and
the Extension of Offer to Purchase dated July 28, 2006 attached hereto as
Exhibit (a)(1) (the "Third 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, the Second Extension of Offer
to Purchase and the Third 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 7, 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, the Second Extension of Offer to Purchase and the Third
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, the Second
Extension of Offer to Purchase and the Third 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, the
Second Extension of Offer to Purchase and the Third 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, other than as
described in the section of the Offer to Purchase, as amended by the Extension
of Offer to Purchase, the Second Extension of Offer to Purchase and the Third
Extension of Offer to Purchase, entitled "Certain Information Concerning Your
Partnership--Your Partnership's Current Investments."
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 91,902 Units on behalf of
Western, constituting a 50.8% 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, Second
Extension of Offer to Purchase and Third Extension of Offer to Purchase are
hereby incorporated by reference herein.
Item 12. Exhibits.
(a)(1) Extension of Offer to Purchase, dated July 28, 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.)
(a)(4) Extension of Offer to Purchase, dated July 25, 2006.
(Incorporated by reference to Exhibit (a)(1) to Amendment No. 1 to Schedule TO
filed on July 25, 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
--------------
Ben Farahi
Dated: July 28, 2006
Exhibit Index
Exhibit No.
(a)(1) Extension of Offer to Purchase, dated July 28, 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.)
(a)(5) Extension of Offer to Purchase, dated July 25, 2006. (Incorporated
by reference to Exhibit (a)(1) to Amendment No. 1 to Schedule TO
filed on July 25, 2006 by the Purchaser with the Securities and
Exchange Commission.)
Exhibit (a)(1)
EXTENSION 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 7, 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 a non-binding letter of intent from
counsel to Monarch Casino & Resort Inc., of which my brothers, John and
Bob Farahi, are officers and directors, proposing to purchase the Sierra
Marketplace Shopping Center, the partnership's sole property, at a cash
price of $27 million, subject to certain conditions. In the event that
the partnership was to accept the offer and distribute the proceeds
therefrom, the limited partners would be entitled to an amount equal to
approximately $175 per unit after the costs and expenses related to such
a transaction currently projected to approximate $800,000. The
partnership is currently evaluating the proposal and will respond to
Monarch after due consideration. There can be no assurances that this
transaction will be consummated or even if completed, that it will been
completed with terms similar to those described above.
- 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 50.8% 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 7,
2006. The Offer to Purchase is further amended as follows:
The eighth 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:
"On July 26, 2006, the partnership received a letter from counsel to
Monarch setting forth the terms of a proposal by Monarch to purchase the
Sierra Marketplace Shopping Center at a cash price of $27 million. In the
event that the partnership was to accept the offer and distribute the proceeds
therefrom, the limited partners would be entitled to an amount equal to
approximately $175 per unit. The partnership has received expressions of
interest in the property from Monarch and other third parties in the past but
no prior 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. On July
20, 2006, Monarch filed a Form 8-K stating that Monarch's Board of Directors
had been 'accumulating information relative to a potential purchase offer' for
Sierra Marketplace. The partnership is currently evaluating the new proposal
from Monarch and will respond to Monarch after due consideration."
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 28, 2006