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. 1)
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
3650 S. Virginia Street, Suite K2
Reno, Nevada 89502
(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 3650 S. Virginia Street, Suite K2,
Reno, Nevada 89502 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
December 18, 2007, as amended by Amendment No. 1 to Schedule TO dated January
30, 2008 (together, the "Schedule TO"), to purchase up to 25,000 Units at a
purchase price equal to $165 per Unit, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated December 18, 2007, as
amended by the Extension of Offer to Purchase dated January 30, 2008 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, 3650 S. Virginia Street, Suite
K2, Reno, Nevada 89502.
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, 2006 and nine months
ended September 30, 2007, the General Partner of the Partnership was
allocated an aggregate of $15,744 and $14,192, respectively, of taxable
income.
The General Partner is also entitled to fees for managing the assets
owned by the Partnership. For the year ended December 31, 2006 and nine
months ended September 30, 2007, the General Partner of the Partnership
received $111,797 and $84,328, 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.
The Bidder also owns approximately 10.3% of the outstanding shares of
common stock of Monarch Casino & Resort, Inc. ("Monarch") and, as such, is
deemed to be an affiliate of Monarch. Further, the Bidder served as an
officer and director of Monarch from its inception until the Bidder's
resignation from such positions on May 23, 2006. The Bidder's brothers, John
and Bob Farahi, have been officers and directors of Monarch since its
inception and remain in such positions. In October 2006, the Partnership
received a non-binding letter of intent from counsel to Monarch proposing to
purchase the Sierra Marketplace Shopping Center, the Partnership's sole
property, at a cash price of $27 million, subject to certain conditions. The
General Partner concluded that this offer was not in the best interests of
the Partnership's limited partners and, therefore, did not enter into
negotiations with Monarch. In the event that the Partnership had accepted
the offer and distributed the proceeds therefrom, the limited partners would
have been entitled to an amount equal to approximately $175 per Unit. A
conflict of interest exists for the Bidder between his stock ownership of
Monarch and his position as the sole manager of the Partnership's General
Partner.
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.
None.
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 that relate 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.
January 30, 2008
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.
3650 S. Virginia Street, Unit K2
Reno, Nevada 89502
(775) 825-3355
January 30, 2008
Dear Limited Partner:
Please be advised that on January 30, 2008, the general partner of your
partnership received an amendment to the unsolicited tender offer received by
the general partner on December 18, 2007, extending the offer to purchase up
to 25,000 of the outstanding limited partnership interests of the partnership
for $165 per unit until 12:00 midnight, New York City time, on February 28,
2008. The offer is being made by Ben Farahi, the sole manager of your
general partner who owns directly 19, 163 units. In addition, Mr. Farahi
owns a one-third interest in, and is the managing member of, another limited
partner of your partnership which owned 91,902 units of the partnership,
constituting 16.9% of the outstanding units. In March 2007, Mr. Farahi took
the action of distributing one-third of 95% of this limited partner's units
to each of its three members. Accordingly, Ben Farahi states in his Schedule
TO, as amended, that he owns, directly or indirectly, an additional 30,634
units. In the aggregate, Mr. Farahi owns, directly or indirectly, 49,797
units, or 27.5% of the outstanding 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 choose 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 at (775) 825-3355.
Sincerely,
BIGGEST LITTLE INVESTMENTS, L.P.
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