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
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 $230.00 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 or Schedule and the date of its filing.
Amount Previously Paid: __________________________ $21.50
Form or Registration No.: _________________________ Schedule 13E-4
Filing Party: ____________________________________ NTS-Properties V
Date Filed: ______________________________________ November 5, 1999
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AMENDMENT NO. 1 TO
ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4
INTRODUCTION
This Amendment No. 1 dated December 23 , 1999 supplements and amends
the Issuer Tender Offer Statement on Schedule 13E-4 (the "Original Statement")
filed with the Securities and Exchange Commission on November 5, 1999 by NTS
Properties V (the "Partnership") regarding the offer of the partnership and
ORIG, LLC, a Kentucky limited liability company and an affiliate of the
Partnership (the "Affiliate" and, collectively with the Partnership, 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 $215.00 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 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 $230.00 per Interest; and (ii) extend to Expiration Date of
the Offer to December 31, 1999. The Partnership's December 22, 1999 Press
Release 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).
Only those items of the Original Statement that are amended and
supplemented hereby are included herein.
Item 1. Security and Issuer.
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Item 1(b) of the Original Statement is hereby amended and supplemented
as follows:
(b) The title of the securities that are subject to the Offer dated
November 5, 1999, as amended December 20, 1999, 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 to the Partnership pursuant to the Offer). 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
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purchase up to 500 Interests. The purchase price of the Interests tendered to
the Partnership will be equal to $230.00 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.
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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Item 2(a) of the Original Statement is hereby amended and supplemented
as follows:
(a) The total amount of funds required to complete the Offer is
approximately $140,000 (including approximately $115,00 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 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 500 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
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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) 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 Affiliate 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 the Offerors act in accordance with (i) and (ii), above, but the
Offer remains oversubscribed, then the Offerors will accept Interests tendered
prior to or on 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
Affiliate, 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
Affiliate may, each in its sole discretion, extend the Offer by providing the
Limited Partners with written notice of the extension.
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 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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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
NTS-PROPERTIES V, a Maryland limited
partnership
By: NTS-PROPERTIES ASSOCIATES V,
General Partner
By: /s/ J. D. Nichols
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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 December 20,
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 on December 20, 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 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 Partnership to Limited Partners on December 22, 1999
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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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