SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------------------
SCHEDULE 13E-4
AMENDMENT NO. 2 TO THE
ISSUER TENDER OFFER STATEMENT
(FINAL AMENDMENT)
(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
October 14, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
-------------------------------------------------------------------------------
1
<PAGE>
AMENDMENT NO. 2 TO
ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4
INTRODUCTION
This Amendment No. 2 dated February 16, 1999 supplements and amends the
Issuer Tender Offer Statement on Schedule 13E-4, as amended on January 25, 1999,
(the "Original Statement") filed with the Securities and Exchange Commission on
October 14, 1998 by NTS Properties V (the "Partnership") and ORIG, LLC, a
Kentucky limited liability company, (the "Affiliate" and, collectively with the
Partnership, the "Offerors") 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 2,458 Interests tendered were accepted by the Offerors,
without proration. The Partnership repurchased 600 of these Interests. The
Affiliate 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 Rule 13e-4(c)(3) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and General Instruction D to Schedule
13E-4.
Item 4. Interest in Securities of the Issuer.
- ---------------------------------------------
Except for the purchase of 2,458 Interests by the Offerors for $205
per Interest 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, Mr. Nichols or Mr.
Lavin, the Affiliate or any other associate or subsidiary of any such person.
2
<PAGE>
Item 9. Material to be Filed as Exhibits.
- -----------------------------------------
The response to Item 9 of the Schedule 13E-4 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 NTS-PROPERTIES V, a Maryland limited
partnership
By: NTS-PROPERTIES ASSOCIATES V,
General Partner
By: /s/ J. D. Nichols
-----------------
J.D. Nichols,
Its: Managing General Partner
3
<PAGE>
EXHIBITS
Exhibit
Number Description
- ------ -----------
(a)(9) Press Release by the Offerors dated February 16, 1999
4
<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>
