SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
AMENDMENT NO. 1 TO THE
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
NTS-PROPERTIES IV, LTD.
(Name of Issuer)
NTS-PROPERTIES IV, LTD.
(Name of Person Filing Statement)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
62942E209
(CUSIP Number of Class of Securities)
J.D. Nichols, Managing General Partner
NTS-Properties Associates IV
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. 1 TO
ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4
INTRODUCTION
This Amendment No. 1 dated October 26, 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
IV, Ltd. (the "Partnership") regarding the offer of the Partnership and ORIG,
LLC, a Kentucky limited liability company and an affiliate of the Partnership
(the "Affiliate" and, collectively with the Partnership, the "Offerors") 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 July 27, 1999
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 1,000 Interests
at a Purchase Price of $205 per Interest, and the Offer was to expire at 12:00
midnight, Eastern Standard Time, on October 29, 1999. The Partnership notified
the Limited Partners of the Offerors' intention to extend the Expiration Date of
the Offer to December 8, 1999 with a notice sent to the Limited Partners on
October 22, 1999. The Offerors also announced their intention to extend the
Expiration Date with a Press Release dated October 25, 1999.
This Amendment constitutes the first amendment to the Original
Statement in accordance with Rule 13e-4(c)(2) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and General Instruction E to Form
13E-4. This Amendment supplements and amends the Offer to extend the Expiration
Date of the Offer to December 8, 1999. The October 25, 1999 Press Release of the
Offerors is attached hereto as Exhibit (a)(6), and the Notice which was sent to
the Limited Partners by the Partnership on October 22, 1999 is attached hereto
as Exhibit (a)(7).
Item 3. Purpose of the Tender Offer and Plans or Proposals of Issuer.
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(a) The Offerors have agreed that the Partnership will purchase the
first 500 Interests tendered during the Offer, and that, if more than 500
Interests are tendered, the Affiliate will purchase up to an additional 500
Interests tendered on the same terms and conditions as those Interests purchased
by the Partnership. If, on the Expiration Date (defined below), the Offerors
determine that more than 1,000 Interests have been tendered during the Offer,
each Offeror may: (i) accept the additional Interests permitted to be accepted
pursuant to Rule 13e-4(f)(1) promulgated under the Securities Exchange Act of
1934, as amended; or (ii) extend the Offer, if necessary, and increase the
amount of Interests that the Offeror is offering to purchase to an amount that
the Offeror believes to be sufficient to accommodate the excess Interests
tendered as well as any Interests tendered during the extended Offer. If the
Offer is oversubscribed, and the Offerors do not act in accordance with (i) or
(ii) above, or the Offerors act in accordance with (i) and (ii), above, but the
Offer remains oversubscribed, then the Offerors will accept Interests tendered
prior to or on the Expiration Date (defined below) for payment on a pro rata
basis. In this case, the number of Interests
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purchased from a Limited Partner will be equal to a fraction of the Interests
tendered, the numerator of which will be the total number of Interests the
Offerors are willing to purchase and the denominator of which will be the total
number of Interests properly tendered. Notwithstanding the foregoing, the
Offerors will not purchase Interests tendered by a Limited Partner if, as a
result of the purchase, the Limited Partner would continue to be a Limited
Partner and would hold fewer than five (5) Interests.
The term "Expiration Date" shall mean 12:00 Midnight, Eastern Standard
Time, on December 8, 1999, unless and until the Offerors extend the period of
time for which the Offer is open, in which event "Expiration Date" will mean the
latest time and date at which the Offer, as extended by the Offerors or the
Affiliate, expires. The Partnership may extend the Offer in its sole discretion
by providing the Limited Partners with written notice of the extension;
provided, however, that if the Offer is oversubscribed, the Partnership or the
Affiliate may, each in its sole discretion, extend the Offer by providing the
Limited Partners with written notice of the extension.
Item 2. 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)(6) Press Release by the Partnership and the Affiliate dated
October 25, 1999.
(a)(7) Notice sent by Partnership to Limited Partners dated October
22, 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: October 26, 1999
NTS-PROPERTIES IV, LTD., a Kentucky limited
partnership
By: NTS-PROPERTIES ASSOCIATES IV,
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)(6) Press Release by the Partnership and the Affiliate dated
October 25, 1999.
(a)(7) Notice sent by Partnership to Limited Partners dated
October 22, 1999.
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Exhibit (a)(6)
Press Release by the Partnership and the Affiliate dated October 25, 1999
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NTS-PROPERTIES IV ANNOUNCES EXTENTION OF EXPIRATION DATE FOR TENDER OFFER
Louisville, Kentucky, October 25, 1999. NTS-Properties IV and an
Affiliate announced today that it extended the expiration date of the
outstanding issuer tender that is scheduled to expire October 29, 1999.
The new expiration date of the offer will be December 8, 1999. The
original tender offer to purchase up to 1,000 Limited Partnership Interests at
$205.00 per interest commenced on July 27, 1999 and was scheduled to expire
October 29, 1999.
Until December 8, 1999, NTS-Properties IV and the Affiliate will accept
up to 1,000 Limited Partnership Interests tendered pursuant to the terms and
conditions of the Offer at the price of $205.00 per interest.
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Exhibit (a)(7)
Notice Sent by Partnership to Limited Partners dated October 22, 1999
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NTS-Properties Associates IV
10172 Linn Station Road
Louisville, KY 40223
October 22, 1999
Dear NTS-Properties IV Investor:
The expiration date for the Offer to Purchase interests of
NTS-Properties IV
has been extended to December 8, 1999!
The Partnership and the Affiliate have amended their Offer to Purchase, dated
June 25, 1999, extending the expiration date to December 8, 1999. Payment for
units will be mailed on or about December 15, 1999.
If you have already submitted paperwork to tender your units, no additional
paperwork is required. You will automatically receive payment.
The expiration date of December 8, 1999 should allow more than enough time to
complete the transactions before the end of the year. Therefore, if you have
elected to tender your units, your 1999 Schedule K-1 should be your final K-1.
Except as set forth in this notice, the terms and conditions set forth in the
Offer to Purchase and the related Letter of Transmittal are applicable in all
respects to the Offer. This notice should be read in conjunction with the Offer
to Purchase and the Letter of Transmittal.
If you have any questions regarding this offer, please call (800) 387-7454 or
(800) 928-1492, extension 544.
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