SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 2 TO THE
TENDER OFFER STATEMENT
(FINAL AMENDMENT)
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
NTS-PROPERTIES VI
(Name of Issuer)
ORIG, LLC
(Name of Person Filing Statement)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
62942E407
(CUSIP Number of Class of Securities)
J.D. Nichols, Managing Member
ORIG, LLC
10172 Linn Station Road
Louisville, Kentucky 40223
(502) 426-4800
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person Filing Statement)
Copy to:
Michael J. Choate, Esq.
Shefsky & Froelich Ltd.
444 North Michigan Avenue, Suite 2500
Chicago, Illinois 60611
(312) 836-4066
June 25, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
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AMENDMENT NO. 2 TO
TENDER OFFER STATEMENT ON SCHEDULE 14D-1
(FINAL AMENDMENT)
INTRODUCTION
This Amendment No. 2 dated October 8, 1999 supplements and amends the
Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange
Commission on June 25, 1999 (the "Original Statement") by ORIG, LLC, a Kentucky
limited liability company (the "Bidder") regarding the offer of NTS Properties
VI and the Bidder (collectively, the "Offerors") to purchase in the aggregate up
to 1,000 limited partnership interests in the Partnership. Capitalized terms not
defined herein shall have the same meaning as in the Original Statement. A copy
of the Offer to Purchase dated June 25, 1999 and the related Letter of
Transmittal (which together constitute the "Offer") were incorporated by
reference in the Original Statement.
Under the original terms of the Offer, the Offer expired at 12:00
midnight, Eastern Standard Time, on August 31, 1999. By Press Release dated
August 23, 1999, the Offerors announced their intention to: (i) increase the
Purchase Price to $370 per Interest; and (ii) extend the Expiration Date of the
Offer to September 30, 1999. Amendment No. 1 to the Original Statement,
reflecting these changes, was filed on August 27, 1999. As of September 30, 1999
a total of 2,801 Interests were properly tendered pursuant to the Offer. The
Offerors exercised their right under the terms of the Offer to purchase more
than 1,000 Interests and all 2,801 Interests tendered were accepted by the
Offerors, without proration. NTS Properties VI repurchased 500 of these
Interests. The Bidder purchased 2,301 of these Interests. By Press Release dated
October 6, 1999, the Offerors announced: (i) that the Offer had terminated as of
September 30, 1999, as originally scheduled; and (ii) the final results of the
Offer.
This Amendment constitutes the final amendment to the Original
Statement in accordance with General Instruction D to Schedule 14D-1. This
amendment is intended to satisfy the reporting requirements of Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with
respect to all securities acquired by the Bidder pursuant to the Offer.
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1) Names of Reporting Persons, I.R.S. Identification Nos.of Above
Persons (entities only): ORIG, LLC ("ORIG")
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2) Check the Appropriate Box if a Member of a Group (See
Instructions)
a. |X|
b. |_|
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3) SEC Use Only
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4) Sources of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f): |_|
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6) Citizenship or Place of Organization: ORIG, LLC is a Kentucky
limited liability company.
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7) Aggregate Amount Beneficially Owned by Each Reporting Person:
ORIG beneficially owns 4,092 of the limited partnership
interests in NTS-Properties VI (the "Partnership"). (1)
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8) Check if the Aggregate Amount in Row 7 Excludes Certain Shares
(See Instructions): |_|
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9) Percent of Class Represented by Amount in Row 7: 10.4%
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10) Type of Reporting Person (See Instruction): 00
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(1) ORIG disclaims beneficial ownership of 438 of these Interests
consisting of: (i) 204 Interests owned by Ocean Ridge Investments, Ltd., a
Florida limited partnership ("Ocean Ridge"); (ii) five Interests owned by the
General Partner; (iii) 209 Interests owned by BKK Financial, Inc., an Indiana
corporation ("BKK"), which is wholly-owned by Mr. J.D. Nichols' wife, Barbara,
and two majority-age daughters, Kara Lee Nichols and Kimberly Nichols Segal;
(iv) 10 Interests owned by Kara Lee Nichols; and (v) 10 Interests owned by
Kimberly Nichols Segal. Barbara Nichols is the sole limited partner of Ocean
Ridge. BKK is the general partner of Ocean Ridge. Mr. Nichols is the Chairman of
the Board of BKK.
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1) Names of Reporting Persons, I.R.S. Identification Nos.of Above
Persons (entities only): J.D. Nichols
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2) Check the Appropriate Box if a Member of a Group (See
Instructions)
a. |X|
b. |_|
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3) SEC Use Only
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4) Sources of Funds (See Instructions): PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f): |_|
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6) Citizenship or Place of Organization: J. D. Nichols is a
citizen of the U.S.A.
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7) Aggregate Amount Beneficially Owned by Each Reporting Person:
J.D.Nichols beneficially owns 4,092 of the limited partnership
interests in the Partnership.(1)
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8) Check if the Aggregate Amount in Row 7 Excludes Certain Shares
(See Instructions): |_|
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9) Percent of Class Represented by Amount in Row 7: 10.4%
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10) Type of Reporting Person (See Instruction): IN
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(1) Mr. Nichols disclaims beneficial ownership of 803 of these
Interests, consisting of: (i) 204 Interests owned by Ocean Ridge; (ii) 209
Interests owned by BKK; (iii) five Interests owned by the General Partner; (iv)
10 Interests owned by Kara Lee Nichols; (v) 10 Interests owned by Kimberly
Nichols Segal; and (vi) 365, or 10%, of the Interests owned by ORIG. Barbara
Nichols is the sole limited partner of Ocean Ridge. BKK is the general partner
of Ocean Ridge. Mr. Nichols is the Chairman of the Board of BKK.
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1) Names of Reporting Persons, I.R.S. Identification Nos.of Above
Persons (entities only): Brian F. Lavin
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2) Check the Appropriate Box if a Member of a Group (See
Instructions)
a. |X|
b. |_|
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3) SEC Use Only
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4) Sources of Funds (See Instructions): PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f): |_|
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6) Citizenship or Place of Organization: Brian F. Lavin is a
citizen of the U.S.A.
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7) Aggregate Amount Beneficially Owned by Each Reporting Person:
Brian F. Lavin beneficially owns 4,092 of the limited
partnership interests in the Partnership.(1)
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8) Check if the Aggregate Amount in Row 7 Excludes Certain Shares
(See Instructions): |_|
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9) Percent of Class Represented by Amount in Row 7: 10.4%
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10) Type of Reporting Person (See Instruction): IN
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(1) Mr. Lavin disclaims beneficial ownership of 3,727 of these
Interests, consisting of: (i) 204 Interests owned by Ocean Ridge; (ii) 209
Interests owned by BKK; (iii) five Interests owned by the General Partner; (iv)
10 Interests owned by Kara Lee Nichols; (v) 10 Interests owned by Kimberly
Nichols Segal; and (vi) 3,289, or 90%, of the Interests owned by ORIG. Barbara
Nichols is the sole limited partner of Ocean Ridge. BKK is the general partner
of Ocean Ridge. Mr. Nichols is the Chairman of the Board of BKK.
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Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
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(c) Mr. Richard L. Good who was the Vice Chairman and former President
of NTS Capital Corporation and NTS Development Company, retired effective
September 3, 1999.
Item 6. Interest in Securities of the Subject Company.
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Reference is hereby made to cover pages 3-5 hereto, which are
incorporated herein by reference.
Except for the purchase of 2,801 Interests for $370 per Interest by the
Offerors as of September 30, 1999 pursuant to the Offer, there have not been any
transactions involving Interests that were effected during the past forty (40)
business days by the Partnership, the General Partner, Ocean Ridge, BKK, ORIG,
Mr. Nichols or Mr. Lavin, the Bidder or any other associate or subsidiary of any
such person.
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Item 11. Material to be Filed as Exhibits.
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The response to Item 11 of the Schedule 14D-1 is hereby supplemented
and amended as follows:
(a)(8) Press Release by the Offerors dated October 6, 1999.
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.
Date: October 8, 1999 ORIG, LLC, a Kentucky limited liability
company
By: /s/ J. D. Nichols
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J.D. Nichols,
Its: Managing Member
J. D. NICHOLS
/s/ J. D. Nichols
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J.D. Nichols
BRIAN F. LAVIN
/s/ Brian F. Lavin
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Brian F. Lavin
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EXHIBITS
Exhibit
Number Description
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(a)(8) Press Release by the Offerors dated October 6, 1999
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Exhibit (a)(8)
Press Release by the Offerors dated October 6, 1999.
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NTS-PROPERTIES VI AND ORIG, LLC ANNOUNCE EXPIRATION OF TENDER OFFER.
Louisville, Kentucky October 6, 1999. NTS-Properties VI (the
"Partnership") announced today that the tender offer of the Partnership and
ORIG, LLC, an affiliate of the Partnership (collectively with the Partnership,
the "Offerors") for up to 1,000 Limited Partnership Interests in NTS-Properties
VI, which commenced on June 25, 1999, and was amended on August 23, 1999,
expired on September 30, 1999.
The final results of the Offer are as follows: As of September 30,
1999, a total of 2,801 Interests were tendered pursuant to the Offer. The
Offerors exercised their right under the terms of the Offer to purchase more
than 1,000 Interests, and all 2,801 Interests were accepted. The Partnership
repurchased 500 Interests at a price of $370 per Interest, pursuant with the
amended Offer; ORIG, LLC purchased 2,301 Interests at a price of $370 per
Interest. Limited Partners whose Interests were purchased as of September 30,
1999 were granted rescission and withdrawal rights through the expiration date
of September 30, 1999.
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