-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K45Qr0h6BUSEYb+ZUA9Qg+R3YDy7qEFMmpNzqY7gf7Y+9bhSY/Kr5Q9c4dMZNhH5 eZkVTCCRjMzYgf3pNl8HHA== 0000804671-08-000028.txt : 20081014 0000804671-08-000028.hdr.sgml : 20081013 20081014113021 ACCESSION NUMBER: 0000804671-08-000028 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081014 DATE AS OF CHANGE: 20081014 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIGGEST LITTLE INVESTMENTS LP CENTRAL INDEX KEY: 0000804671 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 133368726 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56511 FILM NUMBER: 081120702 BUSINESS ADDRESS: STREET 1: 1175 W. MOANA LANE STREET 2: SUITE 200 CITY: RENO STATE: NV ZIP: 89509 BUSINESS PHONE: 7758253355 MAIL ADDRESS: STREET 1: 1175 W. MOANA LANE STREET 2: SUITE 200 CITY: RENO STATE: NV ZIP: 89509 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCES ACCRUED MORTGAGE INVESTORS 2 LP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCES ACCRUED MORTGAGE INVESTORS LP SERIES 88 DATE OF NAME CHANGE: 19880327 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCES ACCRUED MORTGAGE INVESTORS LP SERIES 87 DATE OF NAME CHANGE: 19870518 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FARAHI BEN CENTRAL INDEX KEY: 0000937322 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 775-825-9928 MAIL ADDRESS: STREET 1: 3650 SOUTH VIRGINIA ST. STREET 2: UNIT K2 CITY: RENO STATE: NV ZIP: 89502 SC 13D/A 1 bli13dam5.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* BIGGEST LITTLE INVESTMENTS, L.P. -------------------------------- (Name of Issuer) UNITS OF LIMITED PARTNERSHIP INTEREST ------------------------------------- (Title of Class of Securities) -------------- (CUSIP Number) Ben Farahi 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) October 1, 2008 ------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box: [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1) Names of Reporting Persons Ben Farahi 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3) SEC Use Only 4) Source of Funds (See Instructions): PF 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization: USA Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power 58,165 8) Shared Voting Power 0 9) Sole Dispositive Power 58,165 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 58,165 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ] 13) Percent of Class Represented by Row (11): 32.2% 14) Type of Reporting Person: IN -2- 1) Names of Reporting Persons Maxum LLC 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3) SEC Use Only 4) Source of Funds (See Instructions): PF 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6) Citizenship or Place of Organization: USA Number of Shares Beneficially Owned by Each Reporting Person With: 7) Sole Voting Power 0 8) Shared Voting Power 0 9) Sole Dispositive Power 0 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 0 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ] 13) Percent of Class Represented by Row (11): 0% 14) Type of Reporting Person: OO -3- Item 1. Security and Issuer. Item 1 is hereby amended to read as follows: This Statement relates to units of limited partnership interest ("Units"), of Biggest Little Investments L.P., a Delaware limited partnership (the "Partnership"). The address of the Partnership's principal executive office is 3650 S. Virginia Street, Suite K2, Reno, Nevada 89502. Item 2. Identity and Background. Item 2 is hereby amended to read as follows: (a) - (c) This Statement is being filed by Mr. Ben Farahi and Maxum LLC, a Nevada limited liability company that is the General Partner of the Partnership ("Maxum"). The business address of both Mr. Farahi and Maxum is c/o Biggest Little Investments, L.P., 3650 S. Virginia Street, Suite K2, Reno, Nevada 89502. Mr. Farahi is the manager of Maxum. (d) - (e) During the last five years, neither Mr. Farahi nor Maxum has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Farahi is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended to read as follows: On September 23, 2008, Articles of Dissolution were filed with the Secretary of State of the State of Nevada with respect to Western Real Estate Investments, LLC, a Nevada limited liability company and an affiliate of the General Partner ("Western"), and such dissolution was effective as of September 30, 2008. All three members of Western, John Farahi, Bob Farahi and Ben Farahi consented to the dissolution and all signed the dissolution documents. As a result of the dissolution, Western's remaining 4,596 Units were equally distributed to John Farahi, Bob Farahi and Ben Farahi based on each member's one-third ownership of Western. Each member received 1,532 Units from the transfer, which was made effective on October 1, 2008. On June 30, 2006, Articles of Dissolution were filed by Ben Farahi with the Secretary of State of the State of Nevada with respect to Western and such Articles of Dissolution were subsequently challenged by Ben Farahi's brothers, John Farahi and Bob Farahi. Ben Farahi believes that he and each of his brothers owned one-third of the assets of Western and, accordingly, one-third of Western's Units of the Partnership. Western's sole assets were its Units of the Partnership. In March 2007, Ben Farahi took the action of transferring 95%, or 87,306, of Western's Units of the Partnership to each of Western's three members proportionately. Such transfers were made effective April 1, 2007. As a result, Ben Farahi received one-third of the distribution, constituting 29,102 Units of the Partnership. Ben Farahi also beneficially owned one-third of the remaining 4,596 Units of the Partnership owned by Western, or 1,532 Units, in addition to the 27,511 Units he owned individually. Ben Farahi is no longer acting in concert with, or considered for securities law purposes to be part of a 'group' with, either of his brothers with respect to Ben Farahi's ownership of Units. -4- Effective July 1, 2008, Mr. Ben Farahi acquired 100 Units at a price of $165.00 per Unit in a private transaction. As a result of the above transactions, Ben Farahi individually owns 58,165 Units representing 32.2% of the outstanding Units, and John Farahi and Bob Farahi each individually owns 30,634 Units, representing 16.9% of the outstanding Units. Item 4. Purpose of Transaction. Mr. Farahi has purchased his Units primarily for investment purposes with a view to making a profit. Mr. Farahi's intended goals remain to acquire 50% or more of the Units of the Partnership and to provide the limited partners of the Partnership with a cost-effective liquidity alternative to the more expensive secondary market. Mr. Farahi intends to purchase additional Units until he acquires 50% or more of the Units of the Partnership, except that Mr. Farahi will not purchase additional Units if doing so would cause the number of limited partners of the Partnership to decrease below 500. On July 26, 2006, the Partnership received a letter from counsel to Monarch Casino & Resort, Inc. which, through its wholly-owned subsidiary Golden Road Motor Inn, Inc., a Nevada corporation, owns and operates the tropically themed Atlantis Hotel Casino in Reno, Nevada ("Monarch"), setting forth the terms of a proposal by Monarch to purchase the Sierra Marketplace Shopping Center at a cash price of $27 million. 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. The Partnership had received expressions of interest in the property from Monarch and other third parties in the past but no prior offers were ever made, nor were any significant negotiations ever commenced. In October 2005, a representative of a publicly held casino operator met with Mr. Farahi, in his capacity as the sole manager of the general partner of the Partnership, and stated that his company was interested in purchasing the property adjacent to the Sierra Marketplace and, contingent upon such purchase, also desired to purchase Sierra Marketplace. However, negotiations between the casino operator and Monarch, the owner of the adjacent property, were unsuccessful and, accordingly, no offer was ever made to purchase Sierra Marketplace. In addition, on May 3, 2006, the Partnership received a letter from counsel to Monarch confirming a prior telephone conversation in which such counsel had advised Mr. Farahi that the Monarch Board of Directors wished to immediately commence negotiations for the Sierra Marketplace. During the referenced telephone conversation, a member of the Board of Directors of Monarch informed Mr. Farahi that Monarch was interested in negotiating to purchase the Sierra Marketplace. Mr. Farahi, on behalf of the general partner of the Partnership, responded to the representative of Monarch that the Partnership was not interested in selling the Sierra Marketplace but would, instead, consider entering into a long-term lease arrangement. On July 20, 2006, Monarch filed a Form 8-K stating that Monarch's Board of Directors had been 'accumulating information relative to a potential purchase offer' for Sierra Marketplace. On October 16, 2006, the general partner completed a thorough review of Monarch's offer and concluded that this offer was not in the best interest of the Partnership's limited partners and, therefore, did not enter into negotiations with Monarch. Except as described above in this Item 4, neither Mr. Farahi nor Maxum has any plans or proposals which would relate to or result in: (a) The acquisition of additional securities of the Partnership, or the disposition of securities of the Partnership; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Partnership; -5- (c) A sale or transfer of a material amount of assets of the Partnership; (d) Any change in the present board of directors or management of the Partnership, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Partnership; (f) Any other material change in the Partnership's business or corporate structure; (g) Changes in the Partnership's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Partnership by any person; (h) Causing a class of securities of the Partnership to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Partnership becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to those enumerated above. Any future decision of either Mr. Farahi or Maxum to take any such actions with respect to the Partnership or its securities will take into account various factors, including the prospects of the Partnership, general market and economic conditions and other factors deemed relevant. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended to read as follows: (a) The aggregate percentage of Units reported owned by Mr. Farahi is based upon 180,937 Units outstanding, which is the total number of Units outstanding as of October 1, 2008. Mr. Farahi beneficially owns 58,165 Units, representing approximately 32.2% of the number of issued and outstanding Units as of October 1, 2008. Maxum does not beneficially own any Units. (b) Mr. Farahi has the sole power to vote and dispose of all of the Units beneficially owned by him. (c) Not applicable. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Units owned by Mr. Farahi. (e) Not applicable. -6- SIGNATURE After reasonable 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. Dated: October 14, 2008 /s/ Ben Farahi -------------- Ben Farahi Maxum LLC By: /s/ Ben Farahi -------------- Ben Farahi Manager -----END PRIVACY-ENHANCED MESSAGE-----