SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO SCHEDULE 13E-4
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
July 27, 1999
(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 December 16, 1999 supplements and amends the
Issuer Tender Offer Statement on Schedule 13E-4 (the "Original Statement") filed
with the Securities and Exchange Commission on July 27, 1999 by NTS-Properties
III (the "Partnership"), as amended October 22, 1999, regarding the offer of the
Partnership and ORIG, LLC, a Kentucky limited liability company, (the
"Affiliate" and, collectively with the Partnership, the "Offerors") to purchase
in the aggregate up to 1,000 limited partnership interests in the Partnership. A
copy of the Offer to Purchase dated July 27, 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 October 29, 1999. With a notice sent to
Limited Partners on October 22, 1999 and a Press Release dated October 25, 1999,
the Offerors announced their intention to extend the Expiration Date of the
Offer to December 8, 1999. Amendment No. 1 to the Original Statement, reflecting
these changes, was filed on October 26, 1999. As of December 8, 1999 a total of
938 Interests were properly tendered pursuant to the Offer. Pursuant to the
terms of the Offer, the Partnership repurchased the first 500 Interests, and the
Affiliate purchased the remaining 438 Interests. By Press Release dated December
16, 1999, the Offerors announced: (i) that the Offer had terminated as of
December 8, 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 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 938 Interests by the Offerors as of
December 8, 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.
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 December 16, 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: December 16, 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,
Managing General Partner
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EXHIBITS
Exhibit
Number Description
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(a)(8) Press Release by the Offerors dated December 16, 1999.
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Exhibit (a)(8)
Press Release by the Offerors dated December 16, 1999.
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NTS-PROPERTIES IIIAND ORIG, LLC ANNOUNCE EXPIRATION OF TENDER OFFER
Louisville, Kentucky December 16, 1999. NTS Properties III announced
today that the issuer tender offer for up to 1,000 Limited Partnership Interests
in NTS- Properties III, which commenced on July 27, 1999, was amended on October
26, 1999, and expired on December 8, 1999.
The final results of the Offer are as follows: As of December 8, 1999,
a total of 938 Interests were tendered pursuant to the Offer. NTS-Properties III
repurchased 500 Interests at a price of $250 per Interest, pursuant with the
amended Offer; ORIG, LLC purchased 438 Interests at a price of $250 per
Interest. Limited Partners whose Interests were purchased as of December 8, 1999
were granted rescission and withdrawal rights through the expiration date of
December 8, 1999.
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