Exhibit (a)(2)
BIGGEST LITTLE INVESTMENTS, L.P.
LETTER OF TRANSMITTAL
---------------------
THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME,
ON JANUARY 30, 2008 (THE "EXPIRATION DATE") UNLESS EXTENDED.
(Please indicate changes or corrections to the name, address and Tax
Identification Number printed above.)
==============================================================================
To participate in the Offer, a duly executed copy of this Letter of
Transmittal and any other documents required by this Letter of Transmittal
must be received by the Purchaser (as defined below) on or prior to the
Expiration Date. Delivery of this Letter of Transmittal or any other required
documents to an address other than as set forth below does not constitute
valid delivery. The method of delivery of all documents is at the election and
risk of the tendering Limited Partner. Please use the pre-addressed, postage
paid envelope provided.
This Letter of Transmittal is to be completed by limited partners (the
"Limited Partners") of Biggest Little Investments, L.P. (the "Partnership")
pursuant to the procedures set forth in the Offer to Purchase (as defined
below). Capitalized terms used herein and not defined herein have the meanings
ascribed to such terms in the Offer to Purchase (the "Offer to Purchase") made
by Ben Farahi (the "Purchaser").
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
--------------------------------
IF YOU HAVE THE CERTIFICATE ORIGINALLY ISSUED TO REPRESENT YOUR UNITS IN THE
PARTNERSHIP, PLEASE SEND IT TO THE DEPOSITARY WITH THIS LETTER OF TRANSMITTAL
--------------------------------
FOR INFORMATION OR ASSISTANCE IN CONNECTION WITH THE OFFER OR THE COMPLETION
OF THIS LETTER OF TRANSMITTAL, PLEASE CONTACT MY INFORMATION AGENT, MACKENZIE
PARTNERS, INC., AT (800) 322-2885
TO: BEN FARAHI
The undersigned hereby tenders the number of its units of limited
partnership interest in the Partnership as set forth herein (the "Units") to
Ben Farahi (the "Purchaser") for $165 cash per Unit, less any distributions
made by the Partnership prior to the date of payment, upon the terms and
subject to the conditions set forth in the Offer to Purchase, receipt of which
is hereby acknowledged, and this Letter of Transmittal (the "Letter of
Transmittal", which, together with the Offer to Purchase, the Extension of
Offer to Purchase and any supplements, modifications or amendments thereto,
constitute the "Offer").
The undersigned recognizes that, under the circumstances described in the
Offer to Purchase, the Purchaser will accept Units for payment on a pro rata
basis (with adjustments to avoid purchases of certain fractional Units) based
upon the number of Units tendered prior to or on the Expiration Date and not
withdrawn.
Subject to and effective upon acceptance for payment of any Units
tendered hereby in accordance with the terms of the Offer, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Purchaser
all right, title and interest in and to such Units purchased and requests,
authorizes and directs the general partner of the Partnership (the "General
Partner") to substitute the Purchaser as a limited partner of the Partnership
in place of the undersigned with respect to such Units. The undersigned hereby
irrevocably constitutes and appoints the Purchaser as the Limited Partner's
proxy and true and lawful agent and attorney-in-fact of the undersigned with
respect to such Units, with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest) to deliver
such Units and transfer ownership thereof on the Partnership books maintained
by the General Partner, together with all accompanying evidences of transfer
and authenticity, to or upon the order of the Purchaser and upon payment of
the purchase price payable by the Purchaser in accordance with the terms of
the Offer to Purchase in respect of such Units (the "Purchase Price"), to
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Units, including, without limitation, all voting rights and the right
to receive distributions from the Partnership, all in accordance with the
Offer. Subject to and effective upon the purchase of any Units tendered
hereby, the undersigned hereby requests that the Purchaser be admitted as a
"substitute Limited Partner" under the terms of the Limited Partnership
Agreement of the Partnership. Upon the purchase of such Units pursuant to the
Offer, all prior proxies and consents given by the undersigned with respect
thereto will be revoked and no subsequent proxies or consents may be given
(and if given will not be deemed effective).
The undersigned hereby represents and warrants that the undersigned owns
the Units tendered hereby within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, and has full power and authority
to validly tender, sell, assign and transfer the Units tendered hereby, and
that when any such Units are accepted for payment by the Purchaser, the
Purchaser will acquire good, marketable and unencumbered title thereto, free
and clear of all liens, restrictions, charges, encumbrances, conditional sales
agreements or other obligations relating to the sale or transfer thereof, and
such Units will not be subject to any adverse claim. Upon request, the
undersigned will execute and deliver any additional documents deemed by the
Purchaser to be necessary or desirable to complete the assignment, transfer or
purchase of the Units tendered hereby.
The undersigned understands that a valid tender of Units to the Purchaser
will constitute a binding agreement upon the terms and subject to the
conditions of the Offer. The undersigned recognizes that under certain
circumstances set forth in the Offer to Purchase, the Purchaser may not accept
for payment any Units tendered hereby. In such event, the undersigned
understands that this Letter of Transmittal will be of no force or effect. All
authority herein conferred or agreed to be conferred shall survive the death
or incapacity of the undersigned and any obligations of the undersigned shall
be binding upon the heirs, personal representatives, administrators,
executors, successors, assigns and trustees in bankruptcy and other legal
representatives of the undersigned. Except as stated in the Offer to Purchase,
this tender is irrevocable.
The undersigned further represents and warrants that, to the extent a
certificate evidencing the Units tendered hereby (the "original certificate")
is not delivered by the undersigned together with this Letter of Transmittal:
(i) the undersigned has not sold, transferred, conveyed, assigned, pledged,
deposited or otherwise disposed of any portion of the Units; (ii) the
undersigned has caused a diligent search of its records to be taken and has
been unable to locate the original certificate; (iii) if the undersigned shall
find or recover the original certificate evidencing the Units, it will
immediately and without consideration surrender it to the Purchaser; and (iv)
the undersigned shall at all times indemnify, defend and save harmless the
Purchaser and the Partnership (which shall be a third party beneficiary),
their successors and their assigns from and against any and all claims,
actions and suits, whether groundless or otherwise, and from and against any
and all liabilities, losses, damages, judgments, costs, charges, counsel fees
and other expenses of every nature and character by reason of honoring or
refusing to honor the original certificate when presented by or on behalf of a
holder in due course or a holder appearing to or believed by the Partnership
to be such, or by issuance or delivery of a replacement certificate, or the
making of any payment, delivery or credit in respect of the original
certificate without surrender thereof, or in respect of the replacement
certificate.
FOR INFORMATION AND ASSISTANCE WITH THE OFFER, PLEASE CALL MY INFORMATION
AGENT, MACKENZIE PARTNERS, INC.: (800) 322-2885. For Units to be validly
tendered, Limited Partners should complete and sign this Letter of Transmittal
and return it in the self addressed, postage-paid envelope enclosed, or by
Hand or Overnight Delivery to American Stock Transfer & Trust Company at the
address set forth on the back cover of this Letter of Transmittal or by
Facsimile to (718) 234-5001. If using facsimile transmission, please deliver
the original certificate by Overnight Delivery.
BEFORE SIGNING AND RETURNING THIS LETTER OF TRANSMITTAL, PLEASE REFER TO THE
ACCOMPANYING INSTRUCTIONS.
- ------------------------------------------------------------------------------
SIGNATURE BOX (ALL OWNERS)
(SEE INSTRUCTIONS 1, 3 AND 4 AS NECESSARY)
Please sign exactly as your name is printed on the front of this Letter
of Transmittal. For joint owners, each owner must sign. (See Instruction 1.)
If the undersigned is tendering less than all Units held, the number of
Units tendered is set forth below. Otherwise, all Units held by the
undersigned are tendered hereby. The signatory hereby certifies under
penalties of perjury the statements in Box B and, if applicable, Box C.
X
--------------------------------------------
(Signature)
X
--------------------------------------------
(Signature)
--------------------------------------------
Tax I.D. Number
- ------------------------------------------------------------------------------
Name and Capacity (if other than individuals)
- ------------------------------------------------------------------------------
(Title)
Address:
----------------------------------------------------------------------
(city) (state) (zip)
Area Code and Telephone No.
( ) (Day)
------------------
( ) (Evening)
------------------
Units Being Tendered
- ------------------
BOX A
Medallion Signature Guarantee (If Required)
(See Instruction 1)
You do not need to have your signature guaranteed unless you are a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation
or other person acting in a fiduciary or a representative capacity.
Name and Address of Eligible Institution
Authorized Signature Title
------------------ ------------------
Name Date
-------------------------------------- --------------
- ------------------------------------------------------------------------------
BOX B
SUBSTITUTE FORM W-9
(See Instruction 4 - Box B)
The person signing this Letter of Transmittal hereby certifies the
following to the Purchaser of the Units indicated in this Letter of
Transmittal under penalties of perjury:
(i) The Taxpayer Identification Number ("TIN") printed (or corrected) on
the front of this Letter of Transmittal is the correct TIN of the Limited
Partner, or if this box [ ] is checked, the Limited Partner has applied for a
TIN. If the Limited Partner has applied for a TIN, a TIN has not been issued
to the Limited Partner, and either: (a) the Limited Partner has mailed or
delivered an application to receive a TIN to the appropriate IRS Center or
Social Security Administration Office; or (b) the Limited Partner intends to
mail or deliver an application in the near future (it being understood that if
the Limited Partner does not provide a TIN to the Purchaser within 60 days,
31% of all reportable payments made to the Limited Partner will be withheld
until the TIN is provided to the Purchaser); and
(ii) Unless this box [ ] is checked, the Limited Partner is not subject
to backup withholding either because the Limited Partner: (a) is exempt from
backup withholding; (b) has not been notified by the IRS that the Limited
Partner is no longer subject to backup withholding as a result of a failure to
report all interest or dividends; or (c) has been notified by the IRS that
such Limited Partner is no longer subject to backup withholding.
- ------------------------------------------------------------------------------
BOX C
SUBSTITUTE FORM W-8
(See instruction 4)
By checking this box [ ], the person signing this Letter of Transmittal
hereby certifies under penalties of perjury that the Limited Partner is an
"exempt foreign person" for purposes of the backup withholding rules under the
U.S. federal income tax laws, because the Limited Partner:
(i) is a nonresident alien individual or a foreign corporation,
partnership, estate or trust;
(ii) if an individual, has not been and plans not to be present in U.S.
for a total of 183 days or more during the calendar year; and
(iii) neither engages, nor plans to engage, in a U.S. trade or business
that has effectively connected gains from transactions with a
broker or barter exchange.
- ------------------------------------------------------------------------------
The Depositary for the offer is:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By Mail: By Overnight Courier or Hand:
American Stock Transfer & Trust Company American Stock Transfer & Trust
Company
59 Maiden Lane 6201 15th Avenue
New York, New York 10038 Brooklyn, New York 11219
Attn: Reorg. Department - BLI Attn: Reorg. Department - BLI
By Facsimile:
(718) 234-5001 (if using facsimile transmission, please deliver the original
certificate by overnight delivery).
Questions and requests for assistance may be directed to the Information
Agent at its address and telephone numbers listed below. Additional copies of
this Offer to Purchase and the Letter of Transmittal may be obtained from the
Information Agent.
The Information Agent for the Offer is:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
tenderoffer@mackenziepartners.com
800-322-2885
212-929-5500
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. SIGNATURE AND DELIVERY REQUIREMENTS
Individual and Joint Owners - Signature Requirements. After carefully
reading and completing the Letter of Transmittal, in order to tender your
Units, Limited Partner(s) must sign at the "X" in the Signature Box. The
signature(s) must correspond exactly with the name printed (or corrected)
on the front of the Letter of Transmittal without any change whatsoever.
Note: For Units held in a custodial account, the beneficial owner should
sign in the Signature Box. If the Units are registered in the names of
two or more joint holders, all such holders must sign the Letter of
Transmittal. No signature guarantee on the Letter of Transmittal is
required if the Letter of Transmittal is signed by the unitholder (or
beneficial owner in the case of an IRA).
Trustees, Corporation and Fiduciaries - Signature Requirements.
Trustees, executors, administrators, guardians, attorneys-in-fact,
officers of a corporation, authorized partner of a partnership or other
persons acting in a fiduciary or representative capacity must sign at the
"X" in the Signature Box and have their signatures guaranteed by an
Eligible Institution by completing the signature guarantee set forth in
the Letter of Transmittal. Signatories should indicate their title when
signing and must submit proper evidence satisfactory to the Purchaser of
their authority to act.
Delivery Requirements. For Units to be validly assigned, a properly
completed and duly executed copy of the Letter of Transmittal, together
with any required signature guarantees in Box A, and any other documents
required by the Letter of Transmittal (including the original
certificate, to the extent in your possession), must be received by the
Purchaser prior to or on the Expiration Date
To ensure receipt of the Letter of Transmittal, it is suggested that you
use overnight courier delivery or, if the Letter of Transmittal is to be
delivered by U.S. Mail, you use certified or registered mail, return
receipt requested. Facsimiles will be accepted subject to the receipt by
the Purchaser of original documentation. All Letters of Transmittal
should be addressed as follows:
By Mail or Overnight Courier: American Stock Transfer & Trust Company at one
of the addresses set forth on the back cover of the Letter of Transmittal
By Facsimile: (718) 234-5001 (if using facsimile transmission, please deliver
the original certificate by overnight delivery).
Documentation
Deceased Owner Original Death Certificate. If other than a Joint Tenant, see
also Executor / Administrator / Guardian below.
Deceased Owner (other) - See Executor/Administrator/Guardian (a) below.
Executor/Administrator/Guardian - (a) Send copy of Court Appointment
Documents; (b) letter of testamentary notarized within 60 days of receipt; (c)
affidavit of domicile notarized; and (d) a copy of applicable provisions of
Will (Title Page, Executor powers asset distributions); or (e) Estate
distribution documents.
Attorney-in-fact - Power of Attorney.
Corporate/Partnerships - Resolution(s) of Board of Directors or other evidence
of authority to so act.
Trust/Pension Plans - Cover pages of the trust or plan, along with the
trustee(s) section and/or amendments or resolutions of the above to prove
authority to so act.
2. TRANSFER TAXES. The Purchaser will pay or cause to be paid all transfer
taxes, if any, payable in respect of Units accepted for payment pursuant to
the Offer.
3. U.S. PERSONS. A Limited Partner who or which is a United States citizen or
resident alien individual, a domestic corporation, a domestic partnership, a
domestic trust or a domestic estate (collectively, "United States persons") as
those terms are defined in the Internal Revenue Code and Income Tax
Regulations, should complete the following:
Box B - Substitute Form W-9. In order to avoid 28% federal income tax
backup withholding, the Limited Partner must provide to the Purchaser the
Limited Partner's correct Taxpayer Identification Number ("TIN") and certify,
under penalties of perjury, that such Limited Partner is not subject to such
backup withholding. The TIN that must be provided on the Substitute W-9 is
that of the registered Limited Partner as printed (or corrected) on the front
of the Letter of Transmittal. If a correct TIN is not provided, penalties may
be imposed by the Internal Revenue Service ("IRS"), in addition to the Limited
Partner being subject to backup withholding. Certain Limited Partners
(including, among others, all corporations) are not subject to backup
withholding. Backup withholding is not an additional tax. If withholding
results in an overpayment of taxes, a refund may be obtained from the IRS.
NOTE: The correct TIN for an IRA account is that of the Custodian (not the
individual Social Security number of the beneficial owner).
4. BOX C - FOREIGN PERSONS. In order for a Limited Partner who is a foreign
person (i.e., not a United States person as defined in 3 above) to qualify as
exempt from 28% backup withholding, such foreign Limited Partner must certify,
under penalties of perjury, the statement in BOX B of the Letter of
Transmittal attesting that foreign person's status by checking the box
preceding such statement. Unless such box is checked, such foreign person
will be subject to withholding tax under Section 3406 of the Code.
5. ADDITIONAL COPIES OF OFFER TO PURCHASE AND LETTER OF TRANSMITTAL. Request
for assistance or additional copies of the Offer to Purchase and the Letter of
Transmittal may be obtained from our Information Agent, MacKenzie Partners,
Inc. by calling (800) 322-2885.