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. 2) *
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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* $4,125,000 Amount of filing fee $825.00
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* For purposes of calculating the fee only. This amount assumes the
purchase of 25,000 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.
[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: $825.00
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Form or Registration No.: 005-56511
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Filing Party: Ben Farahi
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Date Filed: January 30, 2008
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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 (the "Offer to Purchase"), as amended
by the Extension of Offer to Purchase dated January 30, 2008 (the
"Extension of Offer to Purchase") and the Press Release dated February
21, 2008 attached as Exhibit (a)(1) hereto (the ?Press Release?), 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,
as amended by the Extension of Offer to Purchase and the Press Release,
the Purchaser is seeking tenders for 25,000 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, as amended by the Extension of Offer to Purchase and the Press
Release, which are incorporated by reference herein.
(iii) The Offer is scheduled to expire at midnight, Eastern Time,
on February 28, 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, as amended by the Extension of
Offer to Purchase and the Press Release, 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 Press Release, 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 and the Press
Release, 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, as
amended by the Extension of Offer to Purchase and the Press Release,
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 and the Press Release, 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 Press Release, 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,
as amended by the Extension of Offer to Purchase and the Press Release,
which is incorporated by reference herein.
(x) Reference is hereby made to the section entitled "Effects of
the Offer" of the Offer to Purchase, as amended by the Extension of
Offer to Purchase and the Press Release, 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, as amended by
the Extension of Offer to Purchase and the Press Release, 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, as amended by the Extension of Offer to
Purchase and the Press Release, 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
and the Press Release, 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, as amended by the
Extension of Offer to Purchase and the Press Release, 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 Press Release, 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, as amended by the Extension of Offer to
Purchase and the Press Release, 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) Press Release, dated February 21, 2008.
(a)(2) Extension of Offer to Purchase, dated January 30, 2008.
(Incorporated by reference to Exhibit (a)(1) to Schedule TO Amendment
No. 1 filed on January 30, 2008 by the Purchaser with the Securities and
Exchange Commission.)
(a)(3) Cover Letter, dated January 30, 2008, from the Purchaser to
Limited Partners. (Incorporated by reference to Exhibit (a)(2) to
Schedule TO Amendment No. 1 filed on January 30, 2008 by the Purchaser
with the Securities and Exchange Commission.)
(a)(4) Offer to Purchase, dated December 17, 2007. (Incorporated by
reference to Exhibit (a)(1) to Schedule TO filed on December 18, 2007 by
the Purchaser with the Securities and Exchange Commission.)
(a)(5) Letter of Transmittal and Related Instructions.
(Incorporated by reference to Exhibit (a)(2) to Schedule TO filed on
December 18, 2007 by the Purchaser with the Securities and Exchange
Commission.)
(a)(6) Cover Letter, dated December 17, 2007, from the Purchaser to
Limited Partners. (Incorporated by reference to Exhibit (a)(3) to
Schedule TO filed on December 18, 2007 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
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Ben Farahi
Dated: February 21, 2008
Exhibit Index
Exhibit No.
(a)(1) Press Release dated February 21, 2008.
(a)(2) Extension of Offer to Purchase, dated January 30, 2008.
(Incorporated by reference to Exhibit (a)(1) to Schedule TO
Amendment No. 1 filed on January 30, 2008 by the Purchaser with
the Securities and Exchange Commission.)
(a)(3) Cover Letter, dated January 30, 2008, from the Purchaser to
Limited Partners. (Incorporated by reference to Exhibit (a)(2)
to Schedule TO Amendment No. 1 filed on January 30, 2008 by the
Purchaser with the Securities and Exchange Commission.)
(a)(4) Offer to Purchase, dated December 17, 2007. (Incorporated by
reference to Exhibit (a)(1) to Schedule TO filed on December 18,
2007 by the Purchaser with the Securities and Exchange
Commission.)
(a)(5) Letter of Transmittal and Related Instructions. (Incorporated by
reference to Exhibit (a)(2) to Schedule TO filed on December 18,
2007 by the Purchaser with the Securities and Exchange
Commission.)
(a)(6) Cover Letter, dated December 17, 2007, from the Purchaser to
Limited Partners. (Incorporated by reference to Exhibit (a)(3) to
Schedule TO filed on December 18, 2007 by the Purchaser with the
Securities and Exchange Commission.)