SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 1 TO THE
TENDER OFFER STATEMENT
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
NTS-PROPERTIES V
(Name of Subject Company)
ORIG, LLC
(Bidder)
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
November 5, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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| Transaction Valuation: $115,000 (a) | Amount of Filing Fee|
| Limited Partnership Interest at $230 per Interest | $23.00 (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.
|X| 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: __________$23.00
Form or Registration No.: _________Schedule 13E-4, Amendment No.1
to Schedule 13E-4
Filing Party: ____________________NTS Properties V
Date Filed: ______________________November 5, 1999, December 23, 1999
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1) Names of Reporting Persons, I.R.S. Identification Nos. of Above Persons
(entities only): ORIG, LLC
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2) Check the Appropriate Box if a Member of a Group (see instructions):
a. |X|
b. |_|
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3) SEC Use Only
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4) Sources of Funds (see instructions): W.C.
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5) |_| Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
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6) Citizenship or Place of Organization: ORIG, LLC is a Kentucky limited
liability company.
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7) Aggregate Amount Beneficially Owned by Each Reporting Person: ORIG, LLC
beneficially owns 4,495 of the limited liability interests in the
Partnership. (1)
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8) |_| Check if the Aggregate Amount in Row 7 Excludes Certain Shares
(see instructions)
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9) Percent of Class Represented by Amount in Row 7: 14.6%
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10) Type of Reporting Person (see instruction): 00
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(1) ORIG disclaims beneficial ownership of 2,637 of these Interests
consisting of: (i) 2,632 Interests owned by Ocean Ridge Investments, Ltd., a
Florida limited partnership ("Ocean Ridge"); and (ii) five Interests owned by
the General Partner.
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1) Names of Reporting Persons, I.R.S. Identification Nos. of Above Persons
(entities only): J. D. Nichols
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2) Check the Appropriate Box if a Member of a Group (see instructions):
a. |X|
b. |_|
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3) SEC Use Only
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4) Sources of Funds (see instructions): PF
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5) |_| Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
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6) Citizenship or Place of Organization: J. D. Nichols is a citizen of the
U.S.A.
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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)
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8) |_| Check if the Aggregate Amount in Row 7 Excludes Certain Shares
(see instructions)
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9) Percent of Class Represented by Amount in Row 7: 14.6%
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10) Type of Reporting Person (see instruction): 00
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(1) 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 Interests
owned by ORIG.
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1) Names of Reporting Persons, I.R.S. Identification Nos. of Above Persons
(entities only): Brian F. Lavin
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2) Check the Appropriate Box if a Member of a Group (see instructions):
a. |X|
b. |_|
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3) SEC Use Only
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4) Sources of Funds (see instructions): PF
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5) |_| Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
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6) Citizenship or Place of Organization:Brian F. Lavin is a citizen of the
U.S.A.
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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)
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8) |_| Check if the Aggregate Amount in Row 7 Excludes Certain Shares
(see instructions)
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9) Percent of Class Represented by Amount in Row 7: 14.6%
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10) Type of Reporting Person (see instruction): 00
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(1) 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 (vi) 1,672, or 90%, of the Interests
owned by ORIG.
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AMENDMENT NO. 1 TO
TENDER OFFER STATEMENT ON SCHEDULE 14D-1
INTRODUCTION
This Amendment No. 1 dated December 23, 1999 supplements and amends the
Tender Offer Statement on Schedule 14D-1 (the "Original Statement") filed with
the Securities and Exchange Commission on November 5, 1999 by ORIG, LLC (the
"Bidder") regarding an offer of the Bidder and NTS Properties V, a Maryland
limited partnership (the "Partnership" and, collectively with the Bidder, the
"Offerors") to purchase in the aggregate up to 500 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
November 5, 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 500 Interests at a Purchase Price of $215 per Interest, and the Offer was
to expire at 12:00 midnight, Eastern Standard Time, on December 23, 1999. With
two notices to Limited Partners, which were mailed on December 20 and 22, 1999,
and a press release dated December 22, 1999, the Offerors announced their
intention to: (i) increase the Purchase Price to $230.00 per Interest; and (ii)
extend the Expiration Date of the Offer to December 31, 1999.
This Amendment constitutes the first amendment to the Original
Statement. This Amendment supplements and amends the Offer to: (i) increase the
Purchase Price to $230 per Interest; and (ii) extend the Expiration Date of the
Offer to December 31, 1999. The December 22, 1999 Press Release of the Offerors
is attached hereto as Exhibit (a)(6), and the notices which were sent to the
Limited Partners by the Partnership on December 20 and 22, 1999 are attached
hereto as Exhibits (a)(7) and a(8).
Item 1. Security and Issuer.
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(b) The title of the securities that are subject to 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 Offerors
pursuant to the Offer to Purchase.) This Offer is being made to all Limited
Partners. As of November 1, 1999, the Partnership had 30,871 outstanding
Interests held by 2,126 holders of record. Subject to the conditions set forth
in the Offer, the Offerors will purchase in the aggregate up to 500 Interests.
The purchase price of the Interests tendered to the Offerors will be equal to
$230 per Interest, payable to the tendering Limited Partners in cash (the
"Purchase Price"). Although the Offer is being made to all Limited Partners, the
Bidder has been advised that neither the general partner, NTS-Properties
Associates V ("General Partner"), nor any of its partners, members, affiliates
or associates intends 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 4. 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 $140,000 (including approximately $115,000 to purchase 500
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 purchase the first 250 Interests tendered pursuant
to the Offer and will fund its purchases and its portion of 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
250 Interests, the Partnership will fund these additional purchases and
expenses, if any, from its cash reserves.
The Bidder will purchase the next 250 Interests tendered and will fund
its purchases and its portion of the expenses of the Offer from cash
contributions to be made to the Bidder by its members, pursuant to a Capital
Contribution Agreement between Mr. Nichols and Mr. Lavin. Pursuant to the
Capital Contribution Agreement, Mr. Nichols and Mr. Lavin have agreed to
contribute approximately 90% and 10%, respectively, of the funds necessary for
the Bidder (i) to purchase Interests pursuant to the Offer and (ii) to pay the
Bidder's proportionate share of the expenses of the Offer. Mr. Nichols and Mr.
Lavin, as members of the Bidder, will make these cash contributions immediately
upon the expiration of the Offer. If the Offer is oversubscribed and the Bidder,
in its sole discretion, decides to purchase Interests in excess of 250
Interests, the Bidder will fund these additional purchases and expenses, if any,
from these cash contributions.
Reference is hereby made to Section 9, "Source and Amount of Funds," of
the Offer which is incorporated herein by reference.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
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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. Interests that are tendered to the Bidder will be held by
the Bidder. 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
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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 Offerors 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.
The Offerors have agreed that the Partnership will purchase the first
250 Interests tendered during the Offer, and that, if more than 250 Interests
are tendered, the Bidder will purchase up to an additional 250 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 500 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 if the Offerors act in accordance with (i)
and (ii), above, but the Offer remains oversubscribed, then the Offerors 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 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 31, 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
Bidder, 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 Bidder may,
each in its sole discretion, extend the Offer by providing the Limited Partners
with written notice of the extension.
Item 11. Material to be Filed as Exhibits.
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The response to Item 11 of the Schedule 14D-1 is hereby supplemented
and amended as follows:
(a)(6) Press Release by the Partnership and the Bidder dated December
22, 1999.
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(a)(7) Notice sent by Partnership to Limited Partners on December 20,
1999.
(a)(8) Notice sent by Partnership to Limited Partners on December 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: December 23, 1999 ORIG, LLC,
a Kentucky limited liability company.
By: /s/ J. D. Nichols
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J.D. Nichols,
Managing Member
/s/ J. D. Nichols
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J. D. Nichols, individually
/s/ Brian F. Lavin
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Brian F. Lavin, individually
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EXHIBITS
Exhibit
Number Description
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(a)(6) Press Release by the Partnership and the Bidder dated December 22, 1999
(a)(7) Notice sent by Partnership to Limited Partners on December 20, 1999
(a)(8) Notice sent by Partnership to Limited Partners on December 22, 1999
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EXHIBIT (a)(6)
Press Release by the Partnership and the Bidder dated December 22, 1999
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Louisville, Kentucky December 22, 1999. NTS-Properties V announced
today that on December 20, 1999, it increased the offer price for interests of
NTS-Properties V submitted in conjunction with the outstanding issuer tender
offer. The price per interest has been increased to $230.00.
The original tender offer for up to 500 Limited Partnership Interests
at $215.00 per Interest commenced on November 5, 1999 and was scheduled to
expire December 23, 1999. The expiration date of the Offer has now been extended
to December 31, 1999.
Until December 31, 1999, NTS-Properties V will accept up to 500 Limited
Partnership Interests tendered pursuant to the terms and conditions of the Offer
at the price of $230.00 per Interest.
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EXHIBIT (a)(7)
Notice Sent by the Partnership to Limited Partners on December 20, 1999
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December 20, 1999
Dear NTS-Properties V Investor:
The price for the Offer to Purchase interests of NTS-Properties V
has been increased
to $230 per unit!
Offers from outside companies continue to circulate with many different
prices, most recently a price of $225 per unit. In response to this offer,
effective December 20, 1999, the Partnership has amended its Offer to Purchase,
dated November 5, 1999, increasing the price per unit to $230.00.
The expiration of the Offer to Purchase will remain midnight of December 23,
1999. Payment for units will be made no later than Thursday, December 30, 1999.
This transaction will be dated prior to year-end, therefore, your 1999 Schedule
K-1 will be your final K-1.
If you have already submitted paperwork to tender your units, no
additional paperwork is required. You will automatically receive the increased
price of $230.00. Please note the following that there are no fees or
commissions charged.
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 Kathy
Larlee, Director, Investor Relations, at (800) 928-1492, extension 544.
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EXHIBIT (a)(8)
Notice Sent by the Partnership to Limited Partners on December 22, 1999
<PAGE>
December 20, 1999
Dear NTS-Properties V Investor:
You recently received a letter from the Partnership stating that the
price per unit for the Offer to Purchase had been increased to $230 per unit. It
also stated that the expiration date would remain December 23, 1999. The letter
should have stated that the expiration date of the Offer to Purchase was
extended to December 31, 1999. Please note that 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 Kathy
Larlee, Director, Investor Relations, at (800) 928-1492, extension 544.
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