SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
AMENDMENT NO. 2 TO THE
ISSUER TENDER OFFER STATEMENT
(FINAL AMENDMENT)
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
NTS-PROPERTIES III
(Name of Issuer)
NTS-PROPERTIES III
(Name of Person Filing Statement)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
62942E100
(CUSIP Number of Class of Securities)
J.D. Nichols, Managing General Partner
NTS-Properties Associates III
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. 2 TO
ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4
INTRODUCTION
This Amendment No. 2 dated April 13, 1999 supplements and amends the
Issuer Tender Offer Statement on Schedule 13E-4, as amended on February 3, 1999,
(the "Original Statement") filed with the Securities and Exchange Commission on
September 30, 1998 by NTS Properties III (the "Partnership") and ORIG, LLC, a
Kentucky limited liability company, (the "Affiliate" and, collectively with the
Partnership, the "Offerors") 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 1,160 Interests tendered were accepted by the Offerors, without
proration. The Partnership repurchased 500 of these Interests on December 31,
1998. The Affiliate purchased 229 of these Interest on December 31, 1998 and
purchased 431 of these Interests 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. 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 Rule 13e-4(c)(3) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and General Instruction D to Schedule
13E-4.
Item 4. Interest in Securities of the Issuer.
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Except for the purchase of 1,160 Interests by the Offerors for $250
per Interest (729 of these Interests were purchased as of December 31, 1998 and
431 of these 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, the
General Partner, Mr. Nichols or Mr. Lavin, the Affiliate or any other associate
or subsidiary of any such person.
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Item 9. Material to be Filed as Exhibits.
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The response to Item 9 of the Schedule 13E-4 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 NTS-PROPERTIES III, a Georgia limited
partnership
By: NTS-PROPERTIES ASSOCIATES III,
General Partner
By: /s/ J. D. Nichols
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J.D. Nichols,
Its: Managing General Partner
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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 on December 31, 1998 and 431 Interests at a price
of $250 per Interest on March 31, 1999 pursuant to the Offer. 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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