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.____) *
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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 of Securities)
None
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(CUSIP Number of Class of Securities)
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Ben Farahi
Manager
Maxum LLC
3650 S. Virginia Street, Suite K2
Reno, Nevada 89502
(775) 825-3355
Copy To:
Michael J. Choate, Esq.
Shefsky & Froelich
111 E. Wacker Drive, Suite 2800
Chicago, Illinois 60601
(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* $3,330,000 Amount of filing fee $660.00
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* For purposes of calculating the fee only. This amount assumes the
purchase of 20,000 units of limited partnership interest of the subject
partnership for $165 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.
[ ] 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: N/A
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Form or Registration No.:
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Filing Party:
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Date Filed:
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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 Summary Term Sheet of the Offer to Purchase
dated December 17, 2007 attached as Exhibit (a)(1) hereto (the "Offer to
Purchase"), 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
3650 S. Virginia Street, Suite K2, Reno, Nevada 89502 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
November 29, 2007, 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 3650 S. Virginia Street, Suite K2, Reno, Nevada 89502 and
his telephone number is (775) 825-3355. The Purchaser owns, directly or
indirectly, 27.5% of the outstanding Units and is the sole manager of Maxum
LLC, a Nevada limited liability company and 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 been 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, the
Purchaser is seeking tenders for 20,000 Units (the "Offer").
(ii) The purchase price will be $165 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, which are incorporated by
reference herein.
(iii) The Offer is scheduled to expire at midnight, Eastern Time, on
January 30, 2008, 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, 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, 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, which are
incorporated by reference herein.
(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, 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, 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, which is 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 Me" of the
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 entitled "Future Plans," which is incorporated by reference
herein.
(b) 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 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 entitled "Source of Funds," which is 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.
(c) Except as set forth in the section entitled "Source of Funds" of the
Offer to Purchase, which is incorporated herein by reference, 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, and has sole voting power with
respect to, 49,797 Units, constituting 27.5% of the outstanding Units based on
the 180,937 Units outstanding as of the date hereof.
(b) Not applicable.
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 is hereby incorporated by reference herein.
Item 12. Exhibits.
(a)(1) Offer to Purchase, dated December 17, 2007.
(a)(2) Letter of Transmittal and Related Instructions.
(a)(3) Cover Letter, dated December 17, 2007, from the Purchaser to
Limited Partners.
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: December 17, 2007
Exhibit Index
Exhibit No.
(a)(1) Offer to Purchase, dated December 17, 2007.
(a)(2) Letter of Transmittal and Related Instructions.
(a)(3) Cover Letter, dated December 17, 2007, from the Purchaser to Limited
Partners.