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 VI
(Name of Subject Company)
ORIG, LLC
(Bidder)
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)
CALCULATION OF FILING FEE
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| Transaction Valuation: $370,000 | (a)Amount of Filing Fee|
| Limited Partnership Interest at $370 per Interest | $74.00 (b) |
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(a) Calculated as the aggregate maximum purchase price for
limited partnership interests.
(b) Calculated as 1/50th of 1% of the Transaction Value.
Check 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 of Schedule and the date of its filing.
Amount Previously Paid: __________________________ $70.00
Form or Registration No.: __________________________ Schedule 13E-4
Filing Party: _____________________________________ NTS-Properties VI
Date Filed: ______________________________________ June 25, 1999
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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.
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 Pursuan 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 1,791 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: 4.5%
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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.
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 1,791 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: 4.5%
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10) Type of Reporting Person (See Instruction): IN
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(1) Mr. Nichols disclaims beneficial ownership of 573 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) 135, 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.
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 1,791 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: 4.5%
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10) Type of Reporting Person (See Instruction): IN
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(1) Mr. Lavin disclaims beneficial ownership of 1,656 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) 1,218, 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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<PAGE>
AMENDMENT NO. 1 TO
TENDER OFFER STATEMENT ON SCHEDULE 14D-1
INTRODUCTION
This Amendment No. 1 dated August 27, 1999 supplements and amends the
Tender Offer Statement on Schedule 14D-1 (the "Original Statement") filed with
the Securities and Exchange Commission on June 25, 1999 by ORIG, LLC (the
"Bidder") regarding an offer of the Bidder and NTS Properties VI, a Maryland
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 June 25, 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 $350 per Interest, and the Offer
was to expire 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 $370.00 per Interest; and (ii) extend the
Expiration Date of the Offer to September 30, 1999.
This Amendment constitutes the first amendment to the Original Statement.
This Amendment supplements and amends the Offer to: (i) increase the Purchase
Price to $370 per Interest; and (ii) extend the Expiration Date of the Offer to
September 30, 1999. The August 23, 1999 Press Release of the Offerors is
attached hereto as Exhibit (a)(6), and a Notice which was sent to the Limited
Partners by the Partnership on August 23, 1999 is attached hereto as Exhibit
(a)(7).
Item 1. Security and Issuer.
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(b) The title of the securities that are subject to the Offer is limited
partnership interests or portions thereof in the Partnership. (As used herein,
the term "Interest" or "Interests", as the context requires, shall refer to the
limited partnership interests in the Partnership and portions thereof that
constitute the class of equity security that is the subject of this tender offer
or the limited partnership interests or portions thereof that are tendered by
the limited partners of the Partnership ("Limited Partners") to the Offerors
pursuant to the Offer to Purchase.) This Offer is being made to all Limited
Partners. As of April 30, 1999, the Partnership had 39,839 outstanding Interests
held by 3,638 holders of record. Subject to the conditions set forth in the
Offer, the Offerors will purchase in the aggregate up to 1,000 Interests. The
purchase price of the Interests tendered to the Offerors will be equal to $370
per Interest, payable to the tendering Limited Partners in cash (the "Purchase
Price"). Although the Offer is being made to all Limited Partners, the Bidder
has been advised that neither the general partner, NTS Properties Associates VI
("General Partner"), nor any of its partners, members, affiliates or associates
intends to tender any Interests pursuant to the Offer.
Reference is hereby made to the Introduction of the Offer, which is
incorporated herein by reference.
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Item 4. Source and Amount of Funds or Other Consideration.
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(a) The total amount of funds required to complete the Offer is
approximately $398,000 (including approximately $370,000 to purchase 1,000
Interests plus approximately $28,000 for expenses associated with administering
the Offer such as legal, accounting, printing and mailing expenses and transfer
fees). The Partnership will purchase the first 500 Interests tendered pursuant
to the Offer and will fund its purchases and its portion of the expenses of the
Offer from its cash reserves. If the Offer is oversubscribed, and the
Partnership, in its sole discretion, decides to purchase Interests in excess of
500 Interests, the Partnership will fund these additional purchases and
expenses, if any, from its cash reserves.
The Bidder will purchase the next 500 Interests tendered and will fund its
purchases and its portion of the expenses of the Offer from cash contributions
to be made to the Bidder by its members, pursuant to a Capital Contribution
Agreement between Mr. Nichols and Mr. Lavin. Pursuant to the Capital
Contribution Agreement, Mr. Nichols and Mr. Lavin have agreed to contribute
approximately 90% and 10%, respectively, of the funds necessary for the Bidder
(i) to purchase Interests pursuant to the Offer and (ii) to pay the Bidder's
proportionate share of the expenses of the Offer. Mr. Nichols and Mr. Lavin, as
members of the Bidder, will make these cash contributions immediately upon the
expiration of the Offer. If the Offer is oversubscribed and the Bidder, in its
sole discretion, decides to purchase Interests in excess of 500 Interests, the
Bidder will fund these additional purchases and expenses, if any, from these
cash contributions.
Reference is hereby made to Section 9, "Source and Amount of Funds," of the
Offer which is incorporated herein by reference.
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 September 30, 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.
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 August 23, 1999.
(a)(7) Notice sent by Partnership to Limited Partners dated August 23, 1999.
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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: August 27, 1999 ORIG, LLC,
a Kentucky limited liability company.
By:
---------------------------------------
J.D. Nichols,
Managing Member
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J. D. Nichols, individually
----------------------------
Brian F. Lavin, individually
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EXHIBITS
Exhibit
Number Description
- ------ -----------
(a)(6) Press Release by the Partnership and the Bidderdated August 23, 1999
(a)(7) Notice sent by Partnership to Limited Partners dated August 23, 1999
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EXHIBIT (a)(6)
NTS-PROPERTIES VI ANNOUNCE INCREASED PRICE AND EXTENSION OF TENDER OFFER
Louisville, Kentucky, August 23, 1999. NTS-Properties VI and the Affiliate
announced today that they have extended the currently outstanding issuer tender
offer for NTS Properties VI Limited Partnership Interests until September 30,
1999. The price per interest has been increased to $370.00. The original tender
offer, which was to purchase up to 1,000 Limited Partnership Interests at
$350.00 per interest, commenced on June 23, 1999 and was scheduled to expire
August 31, 1999.
Until September 30, 1999, NTS-Properties VI 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 $370 per interest.
<PAGE>
EXHIBIT (a)(7)
NTS Properties Associates VI
10172 Linn Station Road
Louisville, KY 40223
(800) 928-1492
August 23, 1999
Dear NTS-Properties VI Investor:
The price for the Offer to Purchase interests of NTS-Properties VI
has been increased
to $370 per unit!
Offers from outside companies continue to circulate with many different
prices, most recently a price of $365 per unit. In response to this offer,
effective August 23, 1999, the Partnership has amended its Offer to Purchase,
dated June 23, 1999, increasing the price per unit to $370.00. In addition, the
expiration date of the Offer to Purchase will be extended to September 30, 1999.
Payment for units will be made no later than five (5) business days following
the expiration date.
If you have already submitted paperwork to tender your units, no additional
paperwork is required. You will automatically receive the increased price of
$370.00. There are no fees or commissions charged.
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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