SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------------------
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities
Exchange Act of 1934
(Amendment No. 4)
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:
Mark R. Borrelli
Shefsky & Froelich Ltd.
444 North Michigan Avenue, Suite 2500
Chicago, Illinois 60611
(312) 836-4014
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.
|X| 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: [X]
<PAGE>
AMENDMENT NO. 4 TO
TENDER OFFER STATEMENT ON SCHEDULE TO
INTRODUCTION
This Amendment No. 4 dated December 29, 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 by NTS-Properties
III, a Georgia limited partnership (the "Partnership") and ORIG, LLC, 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, Amendment No. 2 on November 15, 2000
and Amendment No. 3 on December 6, 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. A copy of the Offer to Purchase dated September 20, 2000 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 200 Interests at a
Purchase Price of $250.00 per Interest, and the Offer would expire at 12:00
midnight, Eastern Standard Time, on December 20, 2000.
This Amendment constitutes the fourth and final amendment to the
Original Statement, as amended by Amendments No. 1, No. 2 and No. 3, in
accordance with Rule 13e-4(c)(3) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and General Instruction H to Schedule TO. This
amendment is intended to satisfy the reporting requirements of Section 13(d) of
the Exchange Act with respect to all securities acquired by the ORIG, LLC
pursuant to the Offer. The Offerors exercised their right under the terms of the
Offer to purchase more than 200 Interests and all 1,094 Interests tendered were
accepted by the Offerors, without proration. The Partnership repurchased 100 of
these Interests. ORIG, LLC purchased 994 of these Interests. By Press Release
dated December 20, 2000 the Partnership announced: (i) that the Offer had
terminated as of December 20, 2000; and (ii) the final results of the Offer. The
Press Release is attached hereto as Exhibit (a)(8).
2
<PAGE>
--------------------------------------------------------------------------------
1) Names of Reporting Persons, I.R.S. Identification Nos. of Above Persons
(entities only): ORIG, LLC ("ORIG")
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a. |X|
b. | |
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Sources of Funds (See Instructions): BK
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e)
or 2(f): | |
--------------------------------------------------------------------------------
6) Citizenship or Place of Organization: ORIG, LLC is a Kentucky limited
liability company.
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned by Each Reporting Person with:
7) Sole Voting Power: 2,307
8) Shared Voting Power: 588
9) Sole Dispositive Power: 2,307
10) Shared Dispositive Power: 588
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
ORIG beneficially owns 2,895 Of the limited partnership interests in
NTS-Properties III (the "Partnership"). (1)
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions): | |
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row 11: 22.8%
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instruction): 00
--------------------------------------------------------------------------------
(1) ORIG disclaims beneficial ownership of 588 of these Interests consisting
of: (i) 546 Interests owned by Ocean Ridge Investments, Ltd., a Florida limited
partnership ("Ocean Ridge"); (ii) 5 Interests owned by the General Partner;
(iii) 17 Interests owned by Mr. J. D. Nichols; and (iv) 20 Interests owned by
Barbara Nichols, Mr. Nichols' wife. Barbara Nichols is the sole limited partner
of Ocean Ridge. Mr. Nichols is the Chairman of the Board of the corporate
general partner of Ocean Ridge.
3
<PAGE>
--------------------------------------------------------------------------------
1) Names of Reporting Persons, I.R.S. Identification Nos. of Above Persons
(entities only): J.D. Nichols
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a. |X|
b. | |
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Sources of Funds (See Instructions): BK
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e)
or 2(f): | |
--------------------------------------------------------------------------------
6) Citizenship or Place of Organization: J.D. Nichols is a citizen of the U.S.A.
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned by Each Reporting Person with:
7) Sole Voting Power: 2,324
8) Shared Voting Power: 571
9) Sole Dispositive Power: 2,324
10) Shared Dispositive Power: 571
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person: J. D. Nichols
beneficially owns 2,895 of the limited partnership interests in the
Partnership.(1)
--------------------------------------------------------------------------------
12) check if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions): | |
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row 11: 22.8%
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instruction): IN
--------------------------------------------------------------------------------
(1) Mr. Nichols disclaims beneficial ownership of 802 of these
Interests, consisting of: (i) 546 Interests owned by Ocean Ridge; (ii) 5
Interests owned by the General Partner; (iii) 20 Interests owned by Barbara
Nichols; and (iv) 231, or 10%, of the Interests owned by ORIG.
4
<PAGE>
--------------------------------------------------------------------------------
1) Names of Reporting Persons, I.R.S. Identification Nos. of Above Persons
(entities only): Brian F. Lavin
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
a. |X|
b. | |
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Sources of Funds (See Instructions): BK
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e)
or 2(f): | |
--------------------------------------------------------------------------------
6) Citizenship or Place of Organization:Brian F.Lavin is a citizen of the U.S.A.
--------------------------------------------------------------------------------
Number of Shares Beneficially Owned by Each Reporting Person with:
7) Sole Voting Power: 0
8) Shared Voting Power: 2,895
9) Sole Dispositive Power: 0
10) Shared Dispositive Power: 2,895
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person: Mr. Lavin
beneficially owns 2,895 of the limited partnership interests in the
Partnership. (1) | |
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions): | |
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row 11: 22.8%
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instruction): IN
--------------------------------------------------------------------------------
(1) Mr. Lavin disclaims beneficial ownership of 2,664 of these
Interests, consisting of: (i) 546 Interests owned by Ocean Ridge; (ii) 5
Interests owned by the General Partner; (iii) 17 Interests owned by Mr. Nichols;
(iv) 20 Interests owned by Barbara Nichols; and (v) 2,076, or 90%, of the
Interests owned by ORIG.
5
<PAGE>
Item 8. Interest in Securities of the Subject Company.
Reference is hereby made to cover pages 3-5 hereto, which are
incorporated herein by reference.
Except for the purchase of 1,094 Interests for $250 per Interest by the
Offerors as of December 20, 2000 pursuant to the Offer, there have not been any
transactions involving Interests that were effected during the past sixty (60)
business days by the Partnership, the General Partner, Ocean Ridge, BKK, ORIG,
LLC, Mr. Nichols or Mr. Lavin, or any other associate or subsidiary of any such
person.
Item 12. Material to be Filed as Exhibits.
The response to Item 12 of the Schedule TO is hereby supplemented and
amended as follows:
(a)(8) Press Release by Partnership dated December 20, 2000 announcing
that the Offer had Terminated as of December 20, 2000.
6
<PAGE>
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 29, 2000 NTS-PROPERTIES III, a Georgia limited partnership
By: NTS-PROPERTIES ASSOCIATES
General Partner
By: /s/ J. D Nichols
-----------------------------------------
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
7
<PAGE>
EXHIBITS
Exhibit
Number Description
------- -----------
(a)(8) Press Release by Partnership dated December 20, 2000 announcing
that the Offer had Terminated as of December 20, 2000.
<PAGE>
EXHIBIT (a)(8)
Press Release by Partnership Dated December 20, 2000 Announcing That the Offer
Had Terminated as of December 20, 2000.
<PAGE>
Louisville, Kentucky December 20, 2000, NTS-Properties III announced
today that the issuer tender offer for up to 200 Limited Partnership Interests
in NTS-Properties III, which commenced on September 20, 2000, as amended on
November 7, 2000, November 15, 2000 and December 6, 2000, expired on December
20, 2000.
The final results of the Offer are as follows: As of December 20, 2000,
a total of 1,094 Interests were tendered pursuant to the Offer. The Offerors
exercised their right under the terms of the Offer to purchase more than 200
Interests, and all 1,094 Interests tendered were accepted by the Offerors,
without proration. NTS-Properties III repurchased 100 Interests at a price of
$250.00 per Interest, pursuant to the Offer, and ORIG, LLC purchased 994
Interests at a price of $250.00 per Interest.
<PAGE>
