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. 3)
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:
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|Previously Paid |
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[ ] 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. 3 dated December 6, 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, 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 and Amendment No. 2 on November 15,
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 third amendment to the Original
Statement by including a copy of the Notice sent to Limited Partners dated
December 6, 2000 notifying them that the Offer will expire on December 20, 2000.
The Notice is attached hereto as Exhibit (a)(7).
Item 12. Material to be filed as Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the
following:
(a)(7) Notice sent by the Partnership to Limited Partners dated December 6,
2000.
2
<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 6, 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
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J. D. Nichols, individually
/s/ Brian F. Lavin
------------------------------------------
Brian F. Lavin, individually
3
<PAGE>
EXHIBITS
Exhibit
Number Description
(a)(7) Notice sent by the Partnership to Limited Partners dated December
6, 2000.
4
<PAGE>
EXHIBIT (a)(7)
Notice Sent by the Partnership to Limited Partners dated December 6, 2000.
<PAGE>
December 6, 2000
Dear NTS-Properties III Investor:
FINAL NOTICE
The Offer to Purchase Interests of
NTS-Properties III dated September 20, 2000
will expire on December 20, 2000
If all conditions of the tender offer are satisfied, payment for Interests will
be mailed on or about December 29, 2000.
If you have already submitted paperwork to tender your Interests, no additional
paperwork is required. You will automatically receive payment. If you have not
submitted your paperwork and wish to do so, you have until 11:59 p.m. Eastern
Standard Time on Wednesday, December 20, 2000, to receive the purchase price of
$250.00 per Interest.
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 questions regarding the Offer, please call (800) 387-7454 or
(800) 928-1492, extension 544.
<PAGE>
