SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 1 TO THE
TENDER OFFER STATEMENT
(FINAL AMENDMENT)
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
NTS-PROPERTIES III
(Name of Issuer)
ORIG, LLC
(Name of Person Filing Statement)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
62942E100
(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
September 30, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
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AMENDMENT NO. 1 TO
TENDER OFFER STATEMENT ON SCHEDULE 14D-1
(FINAL AMENDMENT)
INTRODUCTION
This Amendment No. 1 dated April 13, 1999 supplements and amends the
Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange
Commission on February 3, 1999 (the "Original Statement") by ORIG, LLC, a
Kentucky limited liability company, regarding the Offerors' offer 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 September 30, 1998, as
amended, and the related Letter of Transmittal (which together constitute the
"Offer") were incorporated by reference in the Original Statement.
Under the terms of the Offer, the Offer expired at 12:00 midnight,
Eastern Standard Time, on March 31, 1999. As of March 31, 1999, a total of 1,160
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 of the 1,160 Interests tendered were accepted by the Offerors, without
proration. The Partnership repurchased 500 of these Interests on December 31,
1998. The Bidder purchased 229 of these Interests on December 31, 1998 and 431
of these Interests on March 31, 1999. By Press Release dated April 13, 1999, the
Offerors announced: (i) that the Offer had terminated as of March 31, 1999, as
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, and, in
accordance with General Instructions E-F to Schedule 13D-1, is intended to
satisfy the reporting requirements of Section 13(d) of the Securities Exchange
Act of 1934, as amended, by amending the Schedule 13D filed by the Offeror with
respect to all Interests 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
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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, LLC beneficially owns 1,233 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: 6.1%
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10) Type of Reporting Person (See Instruction): 00
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(1) ORIG, LLC disclaims beneficial ownership of 573 of these Interests,
consisting of: (i) 531 Interests owned by Ocean Ridge Investments, Ltd., a
Florida limited partnership ("Ocean Ridge"); (ii) 17 Interests owned by J. D.
Nichols, individually; (iii) 20 Interests owned by Mr. Nichols' wife, Barbara;
and (iv) five Interests owned by the General Partner. Ocean Ridge is a Florida
limited liability partnership, of which Mr. Nichols' wife, Barbara, is the sole
limited partner and of which BKK Financial, Inc., an Indiana corporation which
is wholly-owned by Mr. Nichols' wife and two majority-age daughters ("BKK"), is
the general partner. 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 1,233 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: 6.1%
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10) Type of Reporting Person (See Instruction): IN
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(1) Mr. Nichols disclaims beneficial ownership of 622 of these
Interests, consisting of (i) 531 Interests owned by Ocean Ridge; (ii) five
Interests owned by the General Partner; (iii) 20 Interests owned by his wife,
Barbara; and (iv) 66, or 10%, of the 660 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 1,233 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: 6.1%
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10) Type of Reporting Person (See Instruction): IN
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(1) Mr. Lavin disclaims beneficial ownership of 1,167 of these
Interests, consisting of (i) 531 Interests owned by Ocean Ridge; (ii) five
Interests owned by the General Partner; (iii) 17 Interests owned by Mr. Nichols,
individually; (iv) 20 Interests owned by Mr. Nichols' wife, Barbara; and (v)
594, or 90%, of the 660 Interests owned by ORIG.
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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 1,160 Interests for $250 per Interest by the
Offerors (729 Interests were purchased as of December 31, 1998 and 431 Interests
were purchased as of March 31, 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, Mr. Nichols or Mr. Lavin, the Bidder or
any other associate or subsidiary of any such person.
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 April 13, 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: April 13, 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 April 13, 1999
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Exhibit (a)(8)
Press Release by the Offerors dated April 13, 1999.
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NTS-PROPERTIES III AND ORIG, LLC
ANNOUNCE EXPIRATION OF TENDER OFFER.
Louisville, Ky. April 13, 1999. NTS-Properties III and ORIG, LLC
announced today that the issuer tender offer for up to 1,000 Limited Partnership
Interests in NTS-Properties III which commenced on September 30, 1998, expired
on March 31, 1999.
The final results of the Offer are as follows: As of March 31, 1999, a
total of 1,160 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 of the 1,160 Interests were accepted by the Offerors.
NTS-Properties III repurchased 500 Interests at a price of $250 per Interest
pursuant to the Offer on December 31, 1998; ORIG, LLC purchased 229 Interests at
a price of $250 per Interest pursuant to the Offer on December 31, 1998 and 431
Interests at a price of $250 per Interest pursuant to the Offer on March 31,
1999. Limited Partners whose Interests were purchased as of December 31, 1998
were granted recision and withdrawal rights through the expiration date of the
Offer. None of these Limited Partners exercised such rights.
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