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 V
(Name of Issuer)
NTS-PROPERTIES V
(Name of Person Filing Statement)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
62942E308
(CUSIP Number of Class of Securities)
J.D. Nichols, Managing General Partner
NTS-Properties Associates V
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
June 25, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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| Transaction Valuation: $180,000 (a) | Amount of Filing Fee |
| Limited Partnership Interest at $180.00 per Interest | $36.00(b) |
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(a) Calculated as the aggregate maximum purchase price for limited
partnership interests.
(b) Calculated as 1/50th of 1% of the Transaction Value.
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
of 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
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AMENDMENT NO. 1 TO
ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4
INTRODUCTION
This Amendment No. 1 dated August 18, 1999 supplements and amends the
Issuer Tender Offer Statement on Schedule 13E-4 (the "Original Statement") filed
with the Securities and Exchange Commission on June 25, 1999 by NTS Properties V
(the "Partnership") regarding the Partnership's offer 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 June 25, 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 Partnership offered to purchase in the aggregate up to 1,000 Interests at a
Purchase Price of $167.50 per Interest, and the Offer was to expire at 12:00
midnight, Eastern Standard Time, on August 31, 1999. By press release dated
August 18, 1999, the Partnership announced its intention to: (i) increase the
Purchase Price to $180.00 per Interest; and (ii) extend the Expiration Date of
the Offer to September 30, 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: (i) increase the Purchase Price
to $180.00 per Interest; and (ii) extend the Expiration Date of the Offer to
September 30, 1999. The Partnership's August 18, 1999 Press Release is attached
hereto as Exhibit (a)(6), and a Notice which was sent to the Limited Partners by
the Partnership on August 18, 1999 is attached hereto as Exhibit (a)(7).
Item 1. Security and Issuer.
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(b) The title of the securities that are subject to the Offer to Purchase
dated June 25, 1999, as amended August 18, 1999 (the "Offer") is limited
partnership interests or portions thereof in the Partnership. (As used herein,
the term "Interest" or "Interests", as the context requires, shall refer to the
limited partnership interests in the Partnership and portions thereof that
constitute the class of equity security that is the subject of this tender offer
or the limited partnership interests or portions thereof that are tendered by
the limited partners of the Partnership ("Limited Partners") to the Partnership
pursuant to the Offer to Purchase.) This Offer is being made to all Limited
Partners. As of April 30, 1999, the Partnership had 33,394 outstanding Interests
held by 2,303 holders of record. Subject to the conditions set forth in the
Offer, the Partnership will purchase up to 1,000 Interests. The purchase price
of the Interests tendered to the Partnership will be equal to $180.00 per
Interest, payable to the tendering Limited Partners in cash (the "Purchase
Price"). Although the Offer is being made to all Limited Partners, the
Partnership has been advised that neither the general partner, NTS-Properties
Associates V ("General Partner"), nor any of the partners, members, affiliates
or associates of the Partnership intend to tender any Interests pursuant to the
Offer.
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Reference is hereby made to the Introduction of the Offer, which is
incorporated herein by reference.
Item 2. Source and Amount of Funds or Other Consideration.
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(a) The total amount of funds required to complete the Offer is
approximately $205,000 (including approximately $180,000 to purchase 1,000
Interests plus approximately $25,000 for expenses associated with administering
the Offer, such as legal, accounting, printing and mailing expenses and transfer
fees). The Partnership will fund its purchases and the expenses of the Offer
from its cash reserves. If the Offer is oversubscribed and the Partnership, in
its sole discretion, decides to purchase Interests in excess of 1,000 Interests,
the Partnership will fund these additional purchases and expenses, if any, from
its cash reserves.
Reference is hereby made to Section 9, "Source and Amount of Funds," of the
Offer, which is incorporated herein by reference.
Item 3. Purpose of the Tender Offer and Plans or Proposals of Issuer.
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The purpose of the Offer is to provide Limited Partners who desire to
liquidate some or all of their investment in the Partnership with a method for
doing so. With the exception of isolated transactions, no established secondary
trading market for the Interests exists and it is unlikely that one will develop
in the future. Transfers of Interests are subject to certain restrictions as set
forth in the Partnership Agreement, including prior approval of the General
Partner. Interests that are tendered to the Partnership will be retired,
although the Partnership may issue interests from time to time in compliance
with the registration requirements of federal and state securities laws or any
exemptions therefrom. Neither the Partnership nor the General Partner has plans
to offer for sale any other additional interests, but each reserves the right to
do so in the future.
The Offer is generally not conditioned upon any minimum number of Interests
being tendered but is conditioned on, among other things, the absence of certain
adverse conditions described in Section 6, "Certain Conditions of the Offer."
The Offer will not be consummated, if in the opinion of the General Partner,
there is a reasonable likelihood that purchases under the Offer would result in
termination of the Partnership (as a partnership) under Section 708 of the
Internal Revenue Code of 1986, as amended (the "Code"), or termination of the
Partnership's status as a partnership for federal income tax purposes under
Section 7704 of the Code. Further, the Partnership will not purchase Interests
if the purchase of Interests would result in the Interests being owned by fewer
than three hundred (300) holders of record.
(a) If, on the Expiration Date (defined below), the Partnership determines
that more than 1,000 Interests have been tendered during the Offer, the
Partnership 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 Partnership is offering to purchase to an amount
that the Partnership believes to
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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 Partnership does not act in
accordance with (i) or (ii) above, or if the Partnership acts in accordance with
(i) and (ii), above, but the Offer remains oversubscribed, then the Partnership
will accept Interests tendered on or before the Expiration Date (defined below)
for payment on a pro rata basis. In this case, the number of Interests 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 Partnership is
willing to purchase and the denominator of which will be the total number of
Interests properly tendered. Notwithstanding the foregoing, the Partnership 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 September 30, 1999, unless and until the Partnership extends 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 Partnership,
expires. The Partnership may extend the Offer in its sole discretion by
providing the Limited Partners with written notice of the extension. Except as
described above, none of the Partnership, the General Partner, Mr. Nichols, Mr.
Good or Mr. Lavin has any plans or proposals that relate to or would result in
the acquisition by any person of additional securities of the Partnership or the
disposition of securities of the Partnership.
Item 9. 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 dated August 18, 1999.
(a)(7) Notice sent by Partnership to Limited Partners dated August 18, 1999.
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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: August 18, 1999
NTS-PROPERTIES V, a Maryland limited
partnership
By: NTS-PROPERTIES ASSOCIATES V,
General Partner
By:
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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 dated August 18, 1999.
(a)(7) Notice sent by Partnership to Limited Partners dated
August 18, 1999.
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Exhibit (a)(6)
NTS-PROPERTIES V ANNOUNCE INCREASED PRICE AND EXTENSION OF TENDER OFFER
Louisville, Kentucky, August 18, 1999. NTS-Properties V announced today
that they have extended the currently outstanding issuer tender offer for NTS
Properties V Limited Partnership Interests until September 30, 1999. The price
per interest has been increased to $180.00. The original tender offer for up to
1,000 Limited Partnership Interests at $167.50 per interest commenced on June
25, 1999 and was scheduled to expire August 31, 1999.
Until September 30, 1999, NTS-Properties V will accept up to 1,000
Limited Partnership Interests tendered to the terms and conditions of the Offer
at the price of $180 per interest.
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Exhibit (a)(7)
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NTS Properties Associates V
10172 Linn Station Road
Louisville, KY 40223
(800) 928-1492
August 17, 1999
Dear NTS-Properties V Investor:
The price for the Offer to Purchase interests of NTS-Properties V
has been increased
to $180 per unit!
Offers from outside companies continue to circulate with many different
prices, most recently a price of $175 per unit. In response to this offer,
effective August 17, 1999, the Partnership has amended its Offer to Purchase,
dated June 25, 1999, increasing the price per unit to $180.00. In addition, the
expiration of the Offer to Purchase will be extended to September 30, 1999.
Payment for units will be made no later than five (5) business days following
the expiration date.
If you have already submitted paperwork to tender your units, no additional
paperwork is required. You will automatically receive the increased price of
$180.00.
Please note the following:
o There are no fees or commissions charged.
o All units will be purchased and retired by the Partnership.
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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