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 IV
(Name of Subject Company (issuer))
NTS-Properties IV (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)
62942E209
(CUSIP Number of Class of Securities)
J.D. Nichols, Managing General Partner of
NTS-Properties Associates IV 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 Borrelli, Esq.
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 22, 2000 by NTS-Properties IV, a
Kentucky 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, Amendment
No. 2 on November 15 and Amendment No. 3 dated December 1, 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 22, 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 $205.00 per Interest, and the Offer would expire at 12:00
midnight, Eastern Standard Time, on December 22, 2000. On December 1, 2000 the
Offerors sent a letter to the Partnership's Limited Partners informing them the
Purchase Price had been increased from $205.00 per Interest to $230.00 per
Interest. In addition, the letter addresses a recent tender offer made by a
third party by expressing no opinion on the offer, but noting that the
third-party offer does not offer withdrawal rights and may not be open for a
sufficient length of time to allow investors to properly evaluate it. This
letter was filed as an exhibit to Amendment No. 3 dated December 1, 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 3,092 Interests tendered were
accepted by the Offerors, without proration. The Partnership repurchased 100 of
these Interests. ORIG, LLC purchased 2,992 of these Interests. By Press Release
dated December 22, 2000 the Partnership announced: (i) that the Offer had
terminated as of December 22, 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: 6,175
8) Shared Voting Power: 331
9) Sole Dispositive Power: 6,175
10) Shared Dispositive Power: 331
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person: ORIG
beneficially owns 6,506 of the limited partnership interests in
NTS-Properties IV., Ltd. (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: 25.9%
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instruction): 00
--------------------------------------------------------------------------------
(1) ORIG disclaims beneficial ownership of 331 of these Interests
consisting of: (i) 326 Interests owned by Ocean Ridge Investments, Ltd., a
Florida limited partnership ("Ocean Ridge"); and (ii) 5 Interests owned by the
General Partner. Mr. J.D. Nichols is the Chairman of the Board of the corporate
general partner of Ocean Ridge. Barbara Nichols, Mr. Nichols' wife, is the sole
limited 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: 6,175
8) Shared Voting Power: 331
9) Sole Dispositive Power: 6,175
10) Shared Dispositive Power: 331
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person: J. D. Nichols
beneficially owns 6,506 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: 25.9%
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instruction): IN
--------------------------------------------------------------------------------
(1) Mr. Nichols disclaims beneficial ownership of 982 of these
Interests, consisting of: (i) 326 Interests owned by Ocean Ridge; (ii) 5
Interests owned by the General Partner; and (iii) 651, 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: 6,505
9) Sole Dispositive Power: 0
10) Shared Dispositive Power: 6,506
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person: Brian F.
Lavin beneficially owns 6,506 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: 25.9%
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instruction): IN
--------------------------------------------------------------------------------
(1) Mr. Lavin disclaims beneficial ownership of 6,186 of these
Interests, consisting of: (i) 326 Interests owned by Ocean Ridge; (ii) 5
Interests owned by the General Partner; and (iii) 5,855, 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 3,092 Interests for $230 per Interest by the
Offerors as of December 22, 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,
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 22, 2000 announcing
that the Offer had Terminated as of December 22, 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 IV,
a Kentucky limited partnership
By: NTS-PROPERTIES ASSOCIATES IV
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 22, 2000 announcing that
the Offer had Terminated as of December 22, 2000.
<PAGE>
EXHIBIT (a)(8)
Press Release by Partnership Dated December 22, 2000 Announcing That the Offer
Had Terminated as of December 22, 2000.
<PAGE>
Louisville, Kentucky December 22, 2000, NTS-Properties IV announced
today that the issuer tender offer for up to 200 Limited Partnership Interests
in NTS-Properties IV, which commenced on September 22, 2000, as amended on
November 7, 2000, November 15, 2000 and December 1, 2000, expired on December
22, 2000.
The final results of the Offer are as follows: As of December 22, 2000,
a total of 3,092 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 3,092 Interests tendered were accepted by the Offerors,
without proration. NTS-Properties IV repurchased 100 Interests at a price of
$230.00 per Interest, pursuant to the Offer, and ORIG, LLC purchased 2,992
Interests at a price of $230.00 per Interest.
<PAGE>
