SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 1 TO THE
TENDER OFFER STATEMENT
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
NTS-PROPERTIES IV, LTD.
(Name of Subject Company)
ORIG, LLC
(Bidder)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
62942E209
(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
July 27, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
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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 990 of the limited partnership interests in NTS-
Properties IV., Ltd. (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: 4.0%
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10) Type of Reporting Person (See Instruction): 00
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(1) ORIG disclaims beneficial ownership of 331 of these Interests
consisting of: (i) 326 Interests owned by Ocean Ridge Investments, Ltd., a
Florida limited partnership ("Ocean Ridge"); and (ii) five Interests owned by
the General Partner. Mr. J.D. Nichols is the Chairman of the Board of the
corporate general partner of Ocean Ridge.
Barbara Nichols, Mr. Nichols' wife, is the sole limited partner of Ocean Ridge.
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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 990 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: 4.0%
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10) Type of Reporting Person (See Instruction): IN
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(1) Mr. Nichols disclaims beneficial ownership of 397 of these Interests,
consisting of: (i) 326 Interests owned by Ocean Ridge; (ii) five Interests owned
by the General Partner; and (iii) sixty-six, or 10%, of the Interests owned by
ORIG.
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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 990 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: 4.0%
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10) Type of Reporting Person (See Instruction): IN
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(1) Mr. Lavin disclaims beneficial ownership of 924 of these Interests,
consisting of: (i) 326 Interests owned by Ocean Ridge; (ii) five Interests owned
by the General Partner; and (iii) 593, or 90%, of the Interests owned by ORIG.
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AMENDMENT NO. 1 TO
TENDER OFFER STATEMENT ON SCHEDULE 14D-1
INTRODUCTION
This Amendment No. 1 dated October 26, 1999 supplements and amends the
Tender Offer Statement on Schedule 14D-1 (the "Original Statement") filed with
the Securities and Exchange Commission on July 27, 1999 by ORIG, LLC (the
"Bidder") regarding an offer of the Bidder and NTS-Properties IV, a Kentucky
limited partnership (the "Partnership" and, collectively with the Bidder, 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 July 27, 1999 and the related Letter of Transmittal (which together
constitute the "Offer") were included as exhibits to the Original Statement.
Under the terms of the Offer, the Offerors offered to purchase in the aggregate
up to 1,000 Interests at a Purchase Price of $205 per Interest, and the Offer
was to expire at 12:00 midnight, Eastern Standard Time, on October 29, 1999. The
Partnership notified the Limited Partners of the Offerors' intention to extend
the Expiration Date of the Offer to December 8, 1999 with a notice sent to the
Limited Partners on October 22, 1999. The Offerors also announced their
intention to extend the Expiration Date with a Press Release dated October 25,
1999.
This Amendment constitutes the first amendment to the Original Statement.
This Amendment supplements and amends the Offer to extend the Expiration Date of
the Offer to December 8, 1999. The October 25, 1999 Press Release of the
Offerors is attached hereto as Exhibit (a)(6), and the Notice which was sent to
the Limited Partners by the Partnership on October 22, 1999 is attached hereto
as Exhibit (a)(7).
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
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The purpose of the Offer is to provide Limited Partners who desire to
liquidate some or all of their investment in the Partnership with a method for
doing so. With the exception of isolated transactions, no established secondary
trading market for the Interests exists and it is unlikely that one will develop
in the future. Transfers of Interests are subject to certain restrictions as set
forth in the Partnership Agreement, including prior approval of the General
Partner. Interests that are tendered to the Partnership will be retired,
although the Partnership may issue interests from time to time in compliance
with the registration requirements of federal and state securities laws or any
exemptions therefrom. Interests that are tendered to the Bidder will be held by
the Bidder. Neither the Partnership nor the General Partner has plans to offer
for sale any other additional interests, but each reserves the right to do so in
the future.
The Offer is generally not conditioned upon any minimum number of Interests
being tendered, but is conditioned on, among other things, the absence of
certain adverse conditions described in Section 6, "Certain Conditions of the
Offer." The Offer will not be consummated, if, in the opinion of the General
Partner, there is a reasonable likelihood that purchases under the Offer
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would result in termination of the Partnership (as a partnership) under Section
708 of the Internal Revenue Code of 1986, as amended (the "Code"), or
termination of the Partnership's status as a partnership for federal income tax
purposes under Section 7704 of the Code. Further, the Offerors will not purchase
Interests, if the purchase of Interests would result in the Interests being
owned by fewer than three hundred (300) holders of record.
The Offerors have agreed that the Partnership will purchase the first 500
Interests tendered during the Offer, and that, if more than 500 Interests are
tendered, the Bidder will purchase up to an additional 500 Interests tendered on
the same terms and conditions as those Interests purchased by the Partnership.
If, on the Expiration Date (defined below), the Offerors determine that more
than 1,000 Interests have been tendered during the Offer, each Offeror may: (i)
accept the additional Interests permitted to be accepted pursuant to Rule
13e-4(f)(1) promulgated under the Securities Exchange Act of 1934, as amended;
or (ii) extend the Offer, if necessary, and increase the amount of Interests
that the Offeror is offering to purchase to an amount that the Offeror believes
to be sufficient to accommodate the excess Interests tendered as well as any
Interests tendered during the extended Offer.
If the Offer is oversubscribed, and the Offerors do not act in accordance
with (i) or (ii) above, or if the Offerors act in accordance with (i) and (ii),
above, but the Offer remains oversubscribed, then the Offerors will accept
Interests tendered on or before the Expiration Date (defined below) for payment
on a pro rata basis. In this case, the number of Interests purchased from a
Limited Partner will be equal to a fraction of the Interests tendered, the
numerator of which will be the total number of Interests the Offerors are
willing to purchase and the denominator of which will be the total number of
Interests properly tendered. Notwithstanding the foregoing, the Offerors will
not purchase Interests tendered by a Limited Partner if, as a result of the
purchase, the Limited Partner would continue to be a Limited Partner and would
hold fewer than five (5) Interests.
The term "Expiration Date" shall mean 12:00 Midnight, Eastern Standard
Time, on December 8, 1999, unless and until the Offerors extend the period of
time for which the Offer is open, in which event "Expiration Date" will mean the
latest time and date at which the Offer, as extended by the Offerors or the
Bidder, expires. The Partnership may extend the Offer in its sole discretion by
providing the Limited Partners with written notice of the extension; provided,
however, that if the Offer is oversubscribed, the Partnership or the Bidder may,
each in its sole discretion, extend the Offer by providing the Limited Partners
with written notice of the extension.
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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)(6) Press Release by the Partnership and the Bidder dated October 25,
1999.
(a)(7) Notice sent by Partnership to Limited Partners dated October 22,
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 26, 1999 ORIG, LLC,
a Kentucky limited liability company.
By:/s/ J. D. Nichols
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J.D. Nichols,
Managing Member
/s/ J. D. Nichols
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J. D. Nichols, individually
/s/ Brian F. Lavin
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Brian F. Lavin, individually
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EXHIBITS
Exhibit
Number Description
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(a)(6) Press Release by the Partnership and the Bidder dated October 25, 1999
(a)(7) Notice sent by Partnership to Limited Partners dated October 22, 1999
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EXHIBIT (a)(6)
Press Release by the Partnership and the Bidder dated October 25, 1999
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NTS-PROPERTIES IV ANNOUNCES EXTENSION OF EXPIRATION DATE FOR TENDER OFFER
Louisville, Kentucky, October 25, 1999. NTS-Properties IV and an Affiliate
announced today that it extended the expiration date of the outstanding issuer
tender that is scheduled to expire October 29, 1999.
The new expiration date of the offer will be December 8, 1999. The original
tender offer to purchase up to 1,000 Limited Partnership Interests at $205.00
per interest commenced on July 27, 1999 and was scheduled to expire October 29,
1999.
Until December 8, 1999, NTS-Properties IV and the Affiliate will accept up to
1,000 Limited Partnership Interests tendered pursuant to the terms and
conditions of the Offer at the price of $205.00 per interest.
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EXHIBIT (a)(7)
Notice Sent by the Partnership to Limited Partners dated October 22, 1999
<PAGE>
NTS-Properties Associates IV
10172 Linn Station Road
Louisville, KY 40223
October 22, 1999
Dear NTS-Properties IV Investor:
The expiration date for the Offer to Purchase interests of
NTS-Properties IV
has been extended to December 8, 1999!
The Partnership and the Affiliate have amended their Offer to Purchase, dated
June 25, 1999, extending the expiration date to December 8, 1999. Payment for
units will be mailed on or about December 15, 1999.
If you have already submitted paperwork to tender your units, no additional
paperwork is required. You will automatically receive payment.
The expiration date of December 8, 1999 should allow more than enough time to
complete the transactions before the end of the year. Therefore, if you have
elected to tender your units, your 1999 Schedule K-1 should be your final K-1.
Except as set forth in this notice, the terms and conditions set forth in
the Offer to Purchase and the related Letter of Transmittal are applicable in
all respects to the Offer. This notice should be read in conjunction with the
Offer to Purchase and the Letter of Transmittal.
If you have any questions regarding this offer, please call (800) 387-7454 or
(800) 928-1492, extension 544.
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