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. 1) *
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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* $2,750,000 Amount of filing fee $550.00
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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 $110.00 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: $550.00
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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, 2009
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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 January 30, 2009 (the "Offer to Purchase"), as amended by the Extension
of Offer to Purchase dated March 20, 2009 attached as Exhibit (a)(1) hereto
(the "Extension of Offer to Purchase"), which is incorporated by reference
herein.
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
September 30, 2008 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, 34.0% 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., located at 3800 S. Virginia St., Reno, Nevada 89502, 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, the Purchaser is seeking
tenders for 25,000 Units (the "Offer").
(ii) The purchase price will be $110.00 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, which are incorporated by reference herein.
(iii) The Offer is scheduled to expire at midnight, Eastern Time, on
April 9, 2009, 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, 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, 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, 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, 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, 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, as
amended by the Extension of 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, as
amended by the Extension of 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, as amended by the Extension of 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, as amended by the Extension
of 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, as amended by the Extension of 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 entitled
"Future Plans" of the Offer to Purchase, as amended by the Extension of Offer
to Purchase, 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 entitled "Certain Information Concerning Your
Partnership--Your Partnership's Current Investments" of the Offer to Purchase,
as amended by the Extension of Offer to Purchase, which is incorporated by
reference herein.
Item 7. Source and Amount of Funds or Other Consideration.
(a) Reference is hereby made to the Summary Term Sheet and section
entitled "Source of Funds" of the Offer to Purchase, as amended by the
Extension of Offer to Purchase, 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.
(d) 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, which is
incorporated by reference herein, 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, 61,586 Units, constituting 34.0% of the outstanding Units based on
the 180,937 Units outstanding as of September 30, 2008.
(b) Between September 2008 and December 2008, through various private
transactions, the Purchaser agreed to purchases for an aggregate of 1,330
Units at $140 per Unit. In January 2009, the Purchaser acquired an aggregate
of 2,091 Units for $120 per Unit in private transactions.
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) As of March 20, 2009, 2,389 Units have been tendered to the
Purchaser. The Offer to Purchase, as amended by the Extension of Offer to
Purchase, is hereby incorporated by reference herein.
Item 12. Exhibits.
(a)(1) Extension of Offer to Purchase, dated March 20, 2009.
(a)(2) Cover Letter, dated March 20, 2009, from the Purchaser to Limited
Partners.
(a)(3) Offer to Purchase, dated January 30, 2009. (Incorporated by
reference to Exhibit (a)(1) to Schedule TO filed on January 30, 2009 by the
Purchaser with the Securities and Exchange Commission.)
(a)(4) Letter of Transmittal and Related Instructions. (Incorporated by
reference to Exhibit (a)(2) to Schedule TO filed on January 30, 2009 by the
Purchaser with the Securities and Exchange Commission.)
(a)(5) Cover Letter, dated January 30, 2009, from the Purchaser to
Limited Partners. (Incorporated by reference to Exhibit (a)(3) to Schedule TO
filed on January 30, 2009 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: March 20, 2009
Exhibit Index
Exhibit No.
(a)(1) Extension of Offer to Purchase, dated March 20, 2009.
(a)(2) Cover Letter, dated March 20, 2009, from the Purchaser to Limited
Partners.
(a)(3) Offer to Purchase, dated January 30, 2009. (Incorporated by reference
to Exhibit (a)(1) to Schedule TO filed on January 30, 2009 by the
Purchaser with the Securities and Exchange Commission.)
(a)(4) Letter of Transmittal and Related Instructions. (Incorporated by
reference to Exhibit (a)(2) to Schedule TO filed on January 30, 2009
by the Purchaser with the Securities and Exchange Commission.)
(a)(5) Cover Letter, dated January 30, 2009, from the Purchaser to Limited
Partners. (Incorporated by reference to Exhibit (a)(3) to Schedule TO
filed on January 30, 2009 by the Purchaser with the Securities and
Exchange Commission.)