SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------------------
SCHEDULE 14D-1
AMENDMENT NO. 1 TO THE
TENDER OFFER STATEMENT
(FINAL AMENDMENT)
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
NTS-PROPERTIES V
(Name of Issuer)
ORIG, LLC
(Name of Person Filing Statement)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
62942E308
(CUSIP Number of Class of Securities)
J.D. Nichols, Managing Member
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 Person Filing Statement)
Copy to:
Michael J. Choate, Esq.
Shefsky & Froelich Ltd.
444 North Michigan Avenue, Suite 2500
Chicago, Illinois 60611
(312) 836-4066
October 14, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
-------------------------------------------------------------------------------
1
<PAGE>
AMENDMENT NO. 1 TO
TENDER OFFER STATEMENT ON SCHEDULE 14D-1
(FINAL AMENDMENT)
INTRODUCTION
This Amendment No. 1 dated February 16, 1999 supplements and amends the
Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange
Commission on January 25, 1999 (the "Original Statement") by ORIG, LLC, a
Kentucky limited liability company, regarding the Offerors' offer to purchase in
the aggregate up to 1,200 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 October 14, 1998 and
the related Letter of Transmittal (which together constitute the "Offer") were
incorporated by reference in the Original Statement.
Under the terms of the Offer, the Offer expired at 12:00 midnight,
Eastern Standard Time, on February 5, 1999. As of February 5, 1999, a total of
2,458 Interests were properly tendered pursuant to the Offer. The Offerors
exercised their right under the terms of the Offer to purchase more than 1,200
Interests and all of the 2,458 Interests tendered were accepted by the Offerors,
without proration. The Partnership repurchased 600 of these Interests. The
Bidder purchased 1,858 of these Interest. By Press Release dated February 16,
1999, the Offerors announced: (i) that the Offer had terminated as of February
5, 1999, as scheduled; and (ii) the final results of the Offer.
This Amendment constitutes the final amendment to the Original
Statement in accordance with General Instruction D to Schedule 14D-1. This
amendment is intended to satisfy the reporting requirements of Section 13d of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with
respect to all securities acquired by the Bidder pursuant to the Offer.
2
<PAGE>
- --------------------------------------------------------------------------------
1) Names of Reporting Persons, I.R.S. Identification Nos.of Above
Persons (entities only): ORIG, LLC
- --------------------------------------------------------------------------------
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): WC
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
7) Aggregate Amount Beneficially Owned by Each Reporting Person:
ORIG, LLC beneficially owns 4,495 of the limited liability
interests in the Partnership. (1)(2)
- --------------------------------------------------------------------------------
8) Check if the Aggregate Amount in Row 7 Excludes Certain Shares
(See Instructions): |_|
- --------------------------------------------------------------------------------
9) Percent of Class Represented by Amount in Row 7: 13.5%
- --------------------------------------------------------------------------------
10) Type of Reporting Person (See Instruction): 00
- --------------------------------------------------------------------------------
(1) Includes: (i) 2,632 Interests owned by Ocean Ridge Investments,
Ltd., a Florida limited partnership ("Ocean Ridge"), of which Mr. Nichols' wife,
Barbara Nichols, is the sole limited partner and of which BKK Financial, Inc.,
an Indiana corporation ("BKK"), is the sole general partner (BKK is wholly-owned
by Mr. Nichols' wife and two majority-age daughters); (ii) five Interests owned
by NTS-Properties Associates V, the general partner of the Partnership (the
"General Partner"), of which Mr. Nichols is the managing general partner; and
(iii) 1,858 Interests owned by ORIG, LLC, a Kentucky limited liability company
("ORIG"). (Mr. Nichols and Mr. Lavin are the sole members of ORIG; Mr. Nichols
is the managing member of ORIG.) Mr. Nichols has sole voting and dispositive
power over each of these 4,495 Interests.
(2) ORIG, LLC disclaims beneficial ownership of 2,637 of these
Interests, consisting of: (i) 2,632 Interests owned by Ocean Ridge; and (ii)
five Interests owned by the General Partner.
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): PF
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
7) Aggregate Amount Beneficially Owned by Each Reporting Person:
J. D. Nichols beneficially owns 4,495 of the limited liability
interests in the Partnership.(1)(2)
- --------------------------------------------------------------------------------
8) Check if the Aggregate Amount in Row 7 Excludes Certain Shares
(See Instructions): |_|
- --------------------------------------------------------------------------------
9) Percent of Class Represented by Amount in Row 7: 13.5%
- --------------------------------------------------------------------------------
10) Type of Reporting Person (See Instruction): IN
- --------------------------------------------------------------------------------
(1) Includes: (i) 2,632 Interests owned by Ocean Ridge; (ii) five
Interests owned by the General Partner; and (iii) 1,858 Interests owned by ORIG.
Mr. Nichols has sole voting and dispositive power over each of these 4,495
Interests.
(2) Mr. Nichols disclaims beneficial ownership of 2,823 of these
Interests, consisting of (i) 2,632 Interests owned by Ocean Ridge; (ii) five
Interests owned by the General Partner; and (iii) 186, or 10%, of the 1,858
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): PF
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
7) Aggregate Amount Beneficially Owned by Each Reporting Person:
Brian F. Lavin beneficially owns 4,495 of the limited
liability interests in the Partnership.(1)(2)
- --------------------------------------------------------------------------------
8) Check if the Aggregate Amount in Row 7 Excludes Certain Shares
(See Instructions): |_|
- --------------------------------------------------------------------------------
9) Percent of Class Represented by Amount in Row 7: 13.5%
- --------------------------------------------------------------------------------
10) Type of Reporting Person (See Instruction): IN
- --------------------------------------------------------------------------------
(1) Includes: (i) 2,632 Interests owned by Ocean Ridge; (ii) five
Interests owned by the General Partner; and (iii) 1,858 Interests owned by ORIG.
Mr. Nichols has sole voting and dispositive power over each of these 4,495
Interests.
(2) Mr. Lavin disclaims beneficial ownership of 4,309 of these
Interests, consisting of (i) 2,632 Interests owned by Ocean Ridge; (ii) five
Interests owned by the General Partner; and (iii) 1,672, or 90%, of the 1,858
Interests owned by ORIG.
5
<PAGE>
- --------------------------------------------------------------------------------
1) Names of Reporting Persons, I.R.S. Identification Nos.of Above
Persons (entities only): Ocean Ridge Investments, Ltd., a
Florida limited partnership
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
a. |_|
b. |X|
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Sources of Funds (See Instructions): WC
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f): |_|
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization: Ocean Ridge is a Florida
limited partnership
- --------------------------------------------------------------------------------
7) Aggregate Amount Beneficially Owned by Each Reporting Person:
Ocean Ridge beneficially owns 4,495 of the limited liability
interests in the Partnership.(1)(2)
- --------------------------------------------------------------------------------
8) Check if the Aggregate Amount in Row 7 Excludes Certain Shares
(See Instructions): |_|
- --------------------------------------------------------------------------------
9) Percent of Class Represented by Amount in Row 7: 13.5%
- --------------------------------------------------------------------------------
10) Type of Reporting Person (See Instruction): PN
- --------------------------------------------------------------------------------
(1) Includes: (i) 2,632 Interests owned by Ocean Ridge; (ii) five
Interests owned by the General Partner; and (iii) 1,858 Interests owned by ORIG.
Mr. Nichols has sole voting and dispositive power over each of these 4,495
Interests.
(2) Ocean Ridge disclaims beneficial ownership of 1,863 of these
Interests, consisting of (i) five Interests owned by the General Partner; and
(ii) 1,858 Interests owned by ORIG.
6
<PAGE>
- --------------------------------------------------------------------------------
1) Names of Reporting Persons, I.R.S. Identification Nos.of Above
Persons (entities only):NTS-Properties Associates V,a Kentucky
limited partnership (the "General Partner")
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
a. |_|
b. |X|
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Sources of Funds (See Instructions): WC
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f): |_|
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization:NTS-Properties Associates
V is a Kentucky limited partnership
- --------------------------------------------------------------------------------
7) Aggregate Amount Beneficially Owned by Each Reporting Person:
beneficially owns 4,495 of the limited liability interests in
the Partnership.(1)(2)
- --------------------------------------------------------------------------------
8) Check if the Aggregate Amount in Row 7 Excludes Certain Shares
(See Instructions): |_|
- --------------------------------------------------------------------------------
9) Percent of Class Represented by Amount in Row 7: 13.5%
- --------------------------------------------------------------------------------
10) Type of Reporting Person (See Instruction): PN
- --------------------------------------------------------------------------------
(1) Includes: (i) 2,632 Interests owned by Ocean Ridge; (ii) five
Interests owned by the General Partner; and (iii) 1,858 Interests owned by ORIG.
Mr. Nichols has sole voting and dispositive power over each of these 4,495
Interests.
(2) The General Partner disclaims beneficial ownership of 4,490 of
these Interests, consisting of (i) 2,632 Interests owned by Ocean Ridge; and
(ii) 1,858 Interests owned by ORIG.
7
<PAGE>
Item 2. Identity and Background.
- --------------------------------
Although Ocean Ridge and the General Partner are not members of the
group making the Offer (the "Offer Group"), Ocean Ridge and the General Partner
are reporting persons under Section 13d of the Exchange Act by virtue of Mr.
Nichols' ability to vote and dispose of the Interests owned by Ocean Ridge and
the General Partner.
Ocean Ridge:
- -----------
Ocean Ridge Investments, Ltd., a Florida limited partnership, is a
reporting person for purposes of this Schedule, but is not a member of the Offer
Group. Ocean Ridge's address is 10172 Linn Station Road, Louisville, Kentucky
40223. The principal business of Ocean Ridge is to invest in limited
partnerships that own commercial and residential real estate. During the past
five years, Ocean Ridge has not been the subject of any criminal proceedings.
During the past five years, Ocean Ridge was not a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction, nor was it subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities laws or finding
any violations of such laws.
NTS-Properties Associates V:
- ---------------------------
NTS-Properties Associates V, a Kentucky limited partnership is a
reporting person for purposes of this Schedule, but is not a member of the Offer
Group. The General Partner's address is 10172 Linn Station Road, Louisville,
Kentucky 40223. The principal business of the General Partner is to manage and
perform other real estate-related services related to the assets owned by the
Partnership. During the past five years, the General Partner has not been the
subject of any criminal proceedings. During the past five years, the General
Partner was not a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction, nor was it subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities subject
to, federal or state securities laws or finding any violations of such laws.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
- ------------------------------------------------------------------------
Each of the reporting persons on this Schedule has acquired it
Interests with an investment intent consistent with the Partnership's business
plan.
Item 6. Interest in Securities of the Subject Company.
- ------------------------------------------------------
Reference is hereby made to cover pages 3-7 hereto, which are
incorporated herein by reference.
Except for the purchase of 2,458 Interests for $205 per Interest by the
Offerors as of February 5, 1999 pursuant to the Offer, there have not been any
transactions involving Interests that were effected during the past forty (40)
business days by the Partnership, the General Partner, Ocean Ridge, ORIG, Mr.
Nichols or Mr. Lavin, the Bidder or any other associate or subsidiary of any
such person.
8
<PAGE>
Item 11. Material to be Filed as Exhibits.
- ------------------------------------------
The response to Item 11 of the Schedule 14D-1 is hereby supplemented
and amended as follows:
(a)(9) Press Release by the Offerors dated February 16, 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: February 16, 1999 ORIG, LLC, a Kentucky limited liability
company
By: /s/ J. D. Nichols
-----------------
J.D. Nichols,
Its: Managing Member
J. D. NICHOLS
/s/ J. D. Nichols
-----------------
J.D. Nichols
BRIAN F. LAVIN
/s/ Brian F. Lavin
------------------
Brian F. Lavin
9
<PAGE>
EXHIBITS
Exhibit
Number Description
------ -----------
(a)(9) Press Release by the Offerors dated February 16, 1999
10
<PAGE>
Exhibit (a)(9)
Press Release by the Offerors dated February 16, 1999.
<PAGE>
NTS-PROPERTIES V AND ORIG, LLC ANNOUNCE EXPIRATION OF TENDER OFFER.
Louisville, Ky. February 16, 1999. NTS-Properties V and ORIG, LLC
announced today that the issuer tender offer for up to 1,200 Limited Partnership
Interests in NTS-Properties V, which commenced on October 14, 1998, expired on
February 5, 1999.
The final results of the Offer are as follows: On February 5, 1998, a
total of 2,458 Interests were tendered pursuant to the Offer. The Offerors
exercised their right under the terms of the Offer to purchase more than 1,200
Interests, and all of the 2,458 Interests were accepted by the Offerors.
NTS-Properties V repurchased 600 Interests at a price of $205 per Interest
pursuant to the Offer, and ORIG, LLC purchased 1,858 Interests at a price of
$205 per Interest pursuant to the Offer.
<PAGE>
