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. 3) *
-----------------------------------------------------
Biggest Little Investments, L.P.
-----------------------------------------------------
(Name of Subject Company (issuer))
Ben Farahi
-----------------------------------------------------
(Names of Filing Persons (identifying status as offeror, issuer or other
person))
Limited Partnership Units
-----------------------------------------------------
(Title of Class of Securities)
None
-----------------------------------------------------
(CUSIP Number of Class of Securities)
-----------------------------------------------------
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)
- ------------------------------------------------------------------------------
CALCULATION OF FILING FEE
- ------------------------------------------------------------------------------
Transaction valuation* $4,125,000 Amount of filing fee $825.00
- ------------------------------------------------------------------------------
* 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
- -------------------------------------------------------------------
Form or Registration No.: 005-56511
- -------------------------------------------------------------------
Filing Party: Ben Farahi
- -------------------------------------------------------------------
Date Filed: February 21, 2008
- -------------------------------------------------------------------
[ ] 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: [X]
TENDER OFFER STATEMENT
This Amendment No. 3 amends the Tender Offer Statement on Schedule TO
filed on December 18, 2007, as amended by Amendment No. 1 filed on January 30,
2008 and Amendment No. 2 filed on February 21, 2008, by Ben Farahi (the
"Purchaser") relating to an offer to purchase units of limited partnership
interest ("Units") of Biggest Little Investments L.P. (the "Partnership") upon
the terms and subject to the conditions set forth in the Offer to Purchase
dated December 17, 2007, as amended by the Extension of Offer to Purchase
dated January 30, 2008 (collectively, the "Offer to Purchase"), the Press
Release dated February 21, 2008 and the related Letter of Transmittal, as each
may be supplemented or amended from time to time (which together constitute
the "Offer"), to include the information set forth below. The information in
the Offer to Purchase is incorporated herein by reference in answer to all of
the Items of this Schedule TO except as otherwise set forth below:
Item 7. Source and Amount of Funds or Other Consideration.
Item 7 is hereby supplemented and amended to add the following:
The total amount of funds required by the Purchaser to purchase the 8,268
Units accepted for payment pursuant to the Offer, exclusive of fees and
expenses, was $1,364,220. The Purchaser obtained such funds (plus funds to
pay fees and expenses) from his personal funds.
Item 8. Interest in Securities of the Subject Company.
Item 8 is hereby amended and restated as follows:
(a) The Offer expired at 12:00 Midnight, New York City time, on Thursday,
February 28, 2008. Pursuant to the Offer, as of 12:00 Midnight, New York City
time on Friday, February 29, 2008, the Purchaser accepted for payment 8,268
Units, constituting approximately 4.6% of the Units.
As of the date of this Amendment No. 3 to Schedule TO, the Purchaser
beneficially owns 58,065 Units, representing approximately 32.1% of the
outstanding Units based on the 180,937 Units outstanding as of the date
hereof. The Purchaser has sole voting and investment power with respect to
all of such Units. The Purchaser disclaims beneficial ownership of an
additional 61,268 Units owned by Western Real Estate Investments, LLC.
(b) 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
- ----------------------
Ben Farahi
Dated: March 5, 2008