SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
NTS-Properties III
(Name of Subject Company (issuer))
NTS-Properties III (Offeror and Issuer)
ORIG, LLC (Offeror and Affiliate of Issuer)
J.D. Nichols (Bidder and Affiliate of Issuer)
Brian F. Lavin (Bidder and Affiliate of Issuer)
(Names of Filing Persons(identifying status as offeror, issuer or other person))
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
62942E100
(CUSIP Number of Class of Securities)
J.D. Nichols, Managing General Partner of
NTS-Properties Associates and Managing Member
of 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
filing persons)
Copy to:
Michael J. Choate, Esq.
Shefsky & Froelich Ltd.
444 North Michigan Avenue, Suite 2500
Chicago, Illinois 60611
(312) 836-4066
Calculation of Filing Fee:
Previously Paid
[ ] 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 or Schedule and the date of its filing.
Amount Previously Paid: __________________________ Not Applicable
Form or Registration No.: _________________________ Not Applicable
Filing Party: _________________________________ Not Applicable
Date Filed: _________________________________ Not Applicable
[ ] Check box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to rule 14d-1.
[X] issuer tender offer subject to rule 13e-4.
[ ] going private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
<PAGE>
This Amendment No. 2 dated November 15, 2000 supplements and amends the
Tender Offer Statement on Schedule TO (the "Original Statement") filed with the
Securities and Exchange Commission on September 20, 2000 by NTS-Properties III,
a Georgia limited partnership (the "Partnership") and ORIG, LLC ("ORIG"), a
Kentucky limited liability company and affiliate of the Partnership (each an
"Offeror" and collectively, the "Offerors"), to purchase up to 200 limited
partnership interests in the Partnership. The Original Statement was
subsequently amended by filing amendment No. 1 on November 7, 2000. Hereafter,
all references to the Original Statement shall refer to the Original Statement,
as amended. Capitalized terms not defined herein shall have the same meaning as
in the Original Statement.
This Amendment constitutes the second amendment to the Original
Statement by including a copy of the letter sent to the Partnership's Limited
Partners, which is attached as an exhibit to this Schedule, which reminds
Limited Partners that the Offer will expire on December 20, 2000 and provides
them with answers to questions frequently asked by Limited Partners in
connection with the Offer.
Item 12. Material to be filed as Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the
following:
(a)(6) Letter sent by the Partnership to Limited Partners dated
November 15, 2000.
2
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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: November 15, 2000 NTS-PROPERTIES III, a Georgia limited
partnership
By: NTS-PROPERTIES ASSOCIATES
General Partner
By: /s/ J.D. Nichols
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J.D. Nichols, Managing General Partner
ORIG, LLC, a Kentucky
limited liability company.
By: /s/ J. D. Nichols
---------------------------------------
J.D. Nichols, Managing Member
/s/ J. D. Nichols
---------------------------------------
J. D. Nichols, individually
/s/ Brian F. Lavin
---------------------------------------
Brian F. Lavin, individually
3
<PAGE>
EXHIBITS
Exhibit
Number Description
------ -----------
(a)(6) Letter sent by the Partnership to Limited Partners
dated November 15, 2000.
4
<PAGE>
EXHIBIT (a)(6)
Letter Sent by the Partnership to Limited Partners dated
November 15, 2000.
<PAGE>
[NTS Letterhead]
November 15, 2000
Dear NTS-Properties III Investor:
The expiration date for the tender offer for Interests of NTS-Properties III is
quickly approaching. Since the offer was proposed, we have received several
inquires from Investors about the following topics. We would like to share these
with you. Possibly, you may have the same concerns, so clarifying these issues
may assist you in making the best decision on your investment.
o With the offer expiring near the end of the year 2000, Investors have
asked if this is the last Partnership Schedule K-1 they will receive if
they tender all their Interests in the offer. The answer is yes. The
tender will end prior to year-end. If all conditions to the offer are
satisfied, checks are being mailed no later than December 31, 2000. A
final Schedule K-1 will be issued for year 2000, sometime during the
first quarter 2001.
o What is the purpose of the tender offer?
The purpose of the offer is to provide Investors who desire to
liquidate some or all of their investment in the Partnership with a
method for doing so. The General Partner believes that some Investors
desire immediate liquidity, while other Investors may not need or
desire liquidity and would prefer the opportunity to retain their
Interests. The General Partner believes the Investors should be
entitled to make a choice between immediate liquidity and continued
ownership and, thus, believes the offer accommodates the differing
goals of both groups of Investors.
o Are there any plans on liquidating any or all of the Partnership? The
Partnership has no current plans on selling any or all of its assets.
Please note that the terms and conditions set forth in the Offer to Purchase and
the related Letter of Transmittal are applicable in all respects to the tender
offer. This notice should be read in conjunction with the Offer to Purchase and
the Letter of Transmittal dated September 20, 2000.
If you have any further questions regarding this offer, please call (800)
387-7454 or (800) 928-1492, extension 544.
The Offer to purchase interests will expire on December 20, 2000. Payments will
be mailed no later than December 31, 2000.
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