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. 3)
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, Amendment No. 2 to Schedule TO dated July 25, 2006 and Amendment No. 3
to Schedule TO dated July 28, 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, the Extension of
Offer to Purchase dated July 28, 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.
In light of its receipt of the offer to purchase Sierra Marketplace, the
Partnership recommends that limited partners should not tender their units to
the Bidder. While there can be no assurances that the sale transaction will
be consummated or even if completed, that it will have been completed with
terms similar to those described above, the purchase price identified in the
draft letter of intent is higher on a per unit basis than the price the
Bidder is offering for Units.
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 91,902 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 50.8% 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 28, 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 28, 2006
Dear Limited Partner:
Please be advised that on July 28, 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 and July 25,
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 7, 2006. The offer is being made by
Ben Farahi, the sole manager of your general partner who owns approximately
22.6% of the units.
On July 26, 2006, the partnership received a non-binding letter of
intent from counsel to Monarch Casino & Resort Inc., of which Ben Farahi's
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.
In light of its receipt of the offer to purchase Sierra Marketplace, the
partnership recommends that limited partners should not tender their units to
Mr. Farahi. While there can be no assurances that the sale transaction will
be consummated or even if completed, that it will have been completed with
terms similar to those described above, the purchase price identified in the
draft letter of intent is higher on a per unit basis than the price Mr.
Farahi is offering for your units. By accepting Mr. Farahi's offer, you will
no longer have an ownership interest in the partnership's assets; thus, you
will not share in any additional amount to which you would be entitled if the
sale of Sierra Marketplace is undertaken on the terms proposed by Monarch.
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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