0000804671-13-000052.txt : 20130912 0000804671-13-000052.hdr.sgml : 20130912 20130911174220 ACCESSION NUMBER: 0000804671-13-000052 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130912 DATE AS OF CHANGE: 20130911 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: 131091758 BUSINESS ADDRESS: STREET 1: 3702 S. VIRGINIA ST. STREET 2: UNIT G2 CITY: RENO STATE: NV ZIP: 89502 BUSINESS PHONE: 7758253355 MAIL ADDRESS: STREET 1: 3702 S. VIRGINIA ST. STREET 2: UNIT G2 CITY: RENO STATE: NV ZIP: 89502 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 JOHN CENTRAL INDEX KEY: 0000937318 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: MONARCH CASINO & RESORT INC STREET 2: 1175 MOANA LANE SUITE 200 CITY: RENO STATE: NV ZIP: 89509 SC 13D/A 1 johnbli13dam2.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* BIGGEST LITTLE INVESTMENTS, L.P. -------------------------------- (Name of Issuer) UNITS OF LIMITED PARTNERSHIP INTEREST ------------------------------------- (Title of Class of Securities) -------------- (CUSIP Number) John Farahi 3800 S. Virginia Street Reno, Nevada 89502 (775) 825-3355 -------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 5, 2013 ------------------------------------------------------ (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 John 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): OO 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 306.34 8) Shared Voting Power 0 9) Sole Dispositive Power 306.34 10) Shared Dispositive Power 0 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 306.34 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ] 13) Percent of Class Represented by Row (11): 19.9% 14) Type of Reporting Person: IN -2- Item 1. Security and Issuer. Item 1 is hereby amended and restated 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 3702 S. Virginia Street, Suite G2, Reno, Nevada 89502. Item 2. Identity and Background. Item 2 is hereby amended and restated to read as follows: (a) - (c) This Statement is being filed by Mr. John Farahi, an individual. The business address of Mr. Farahi is 3800 S. Virginia Street, Reno, Nevada 89502. Mr. Farahi is the Co-Chairman of the Board, Chief Executive Officer, Secretary and Director of Monarch Casino & Resort, Inc. and is the Co-Chairman of the Board and Chief Executive Officer of Golden Road Motor Inn, Inc. (d) - (e) During the last five years, Mr. Farahi has not (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 by adding the following: Effective September 5, 2013, the Partnership conducted a 1-for-100 reverse split of its Units and, in connection therewith, purchased all of the Units of any Unit holder who owned less than 100 pre-split Units at a price of $120.00 per Unit (the "Reverse Split"). As a result of the Reverse Split, the number of Units held by Mr. Farahi represents 19.9% of the outstanding Units. Item 4. Purpose of Transaction. Item 4 is hereby amended and restated to read as follows: On September 5, 2013, the Partnership effected the Reverse Split of its Units, resulting in a total of 1,538.55 Units outstanding as of September 5, 2013. On September 6, 2013, the Partnership filed a Form 15 with the Securities and Exchange Commission, terminating the registration of the Units under the Securities Exchange Act of 1934, as amended. Except as described above in this Item 4, Mr. Farahi does not have 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; (c) A sale or transfer of a material amount of assets of the Partnership; -3- (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 Mr. Farahi 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 and restated to read as follows: (a) The aggregate percentage of Units reported owned by Mr. Farahi is based upon 1,538.55 Units outstanding, which is the total number of Units outstanding as of September 5, 2013. Mr. Farahi beneficially owns 306.34 Units, representing approximately 19.9% of the number of issued and outstanding Units as of September 5, 2013. (b) Mr. Farahi has the sole power to vote and dispose of all of the Units beneficially owned by him. (c) Pursuant to the Reverse Split, the Partnership had 1,538.55 Units outstanding as of September 5, 2013, resulting in an increase of Mr. Farahi's percentage ownership of Units. (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. -4- 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: September 11, 2013 /s/ John Farahi --------------- John Farahi -5-