Page 1 of 12
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NTS-Properties V
----------------
(Name of Issuer)
Limited Partnership Interests
-----------------------------
(Title of Class of Securities)
62942E308
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(CUSIP Number)
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)
February 5, 1999
(Date of Event which Requires of Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box: [ ]
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CUSIP No. 62942E308 Page 2 of 15
Introduction
------------
This Schedule 13D supplements and amends the Schedule 13D filed by BKK
Financial, Inc. ("BKK") on February 21, 1997. BKK is the general partner of
Ocean Ridge Investments, Ltd., a Florida limited partnership ("Ocean Ridge"),
the sole limited partner of which is Barbara Nichols, the wife of Mr. J. D.
Nichols. Mr. Nichols is the Chairman of the Board of BKK, which is wholly owned
by Mr. Nichols' wife and two majority age daughters. On January 31, 1998, BKK
transferred 2,087 limited partnership interests ("Interests") owned by it to
Ocean Ridge. As a result of this transfer BKK does not own any Interests. As a
result of the transfer of Interests by BKK to Ocean Ridge and Ocean Ridge's
subsequent purchases of an aggregate of 545 Interests between April 30 and June
30, 1998, Ocean Ridge now owns 2,632 Interests. The General Partner, which is
also controlled by Mr. Nichols, owns five Interests.
ORIG, LLC, a Kentucky limited liability company ("ORIG"), of which Mr.
Nichols is the managing member, purchased 1,858 Interests pursuant to the Offer
on February 5, 1999. Thus, affiliates of Mr. Nichols now beneficially own 4,495
Interests. For purposes of this Schedule, Ocean Ridge, the General Partner,
ORIG, Mr. Nichols and Brian F. Lavin constitute a "group" by virtue of Mr.
Nichols' ability to vote or dispose of these 4,495 Interests. The reporting
persons under this Schedule are hereby amending the prior filing by BKK to
reflect the beneficial ownership of Interests by affiliates of Mr. Nichols as of
the date hereof.
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CUSIP No. 62942E308 Page 3 of 15
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
J. D. Nichols
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds: PF
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization: U.S.A.
- --------------------------------------------------------------------------------
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power 4,495(1)(2)
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8) Shared Voting Power 0
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9) Sole Dispositive Power 4,495(1)(2)
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10) Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
4,495(1)(2)
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares: [ ]
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Row (11): 13.5%
- --------------------------------------------------------------------------------
14) Type of Reporting Person: IN
- --------------------------------------------------------------------------------
1 Includes: (i) five Interests owned by NTS-Properties Associates V (the
"General Partner"), the general partner of NTS-Properties V (the
"Partnership"), of which Mr. Nichols is the managing general partner; (ii)
2,632 Interests owned by Ocean Ridge Investments, Ltd., a Florida limited
partnership ("Ocean Ridge") (Mr. Nichols' wife, Barbara Nichols, is the
sole limited partner of Ocean Ridge; BKK Financial, Inc., an Indiana
corporation ("BKK"), is the general partner of Ocean Ridge; BKK is
wholly-owned by Mr. Nichols' wife and two majority-aged daughters; Mr.
Nichols is the Chairman of the Board of BKK); and (iii) 1,858 Interests
owned by ORIG, LLC, a Kentucky limited liability company ("ORIG"), of which
Mr. Nichols is the managing member.
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CUSIP No. 62942E308 Page 4 of 15
2 Mr. Nichols disclaims beneficial ownership of 2,823 Interests, including:
(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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CUSIP No. 62942E308 Page 5 of 15
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Brian F. Lavin
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds: PF
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization: U.S.A.
- --------------------------------------------------------------------------------
Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power 0
- --------------------------------------------------------------------------------
8) Shared Voting Power 4,495(1)(2)
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9) Sole Dispositive Power 0
- --------------------------------------------------------------------------------
10) Shared Dispositive Power 4,495(1)(2)
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
4,495(1)(2)
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12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares: [ ]
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Row (11): 13.5%
- --------------------------------------------------------------------------------
14) Type of Reporting Person: IN
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1 Includes: (i) five Interests owned by the General Partner; (ii) 2,632
Interests owned by Ocean Ridge; and (iii) 1,858 Interests owned by ORIG.
2 Mr. Lavin disclaims beneficial ownership of 4,309 Interests, including: (i)
2,632 Interests owned by Ocean Ridge; (ii) five Interests owned by the
General Partner; and (iii) 1,672, or 90%, of the Interests owned by ORIG.
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CUSIP No. 62942E308 Page 6 of 15
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Ocean Ridge Investments, Ltd., a Florida limited partnership
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
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3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds: WC
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization: Ocean Ridge is a Florida
limited partnership
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Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power 0
- --------------------------------------------------------------------------------
8) Shared Voting Power 4,495(1)(2)
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9) Sole Dispositive Power 0
- --------------------------------------------------------------------------------
10) Shared Dispositive Power 4,495(1)(2)
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
4,495(1)(2)
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares: [ ]
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Row (11): 13.5%
- --------------------------------------------------------------------------------
14) Type of Reporting Person: PN
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1 Includes:(i)five Interests owned by the General Partner;(ii)2,632 Interests
owned by Ocean Ridge; and (iii) 1,858 Interests owned by ORIG.
2 Ocean Ridge disclaims beneficial ownership of 1,863 Interests, including:
(i) five Interests owned by the General Partner; and (ii) 1,858 Interests
owned by ORIG.
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CUSIP No. 62942E308 Page 7 of 15
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
ORIG, LLC, a Kentucky limited liability company
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [X]
(b) [ ]
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3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds: WC
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization: ORIG is a Kentucky
limited liability company
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Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power 0
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8) Shared Voting Power 4,495(1)(2)
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9) Sole Dispositive Power 0
- --------------------------------------------------------------------------------
10) Shared Dispositive Power 4,495(1)(2)
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
4,495(1)(2)
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares: [ ]
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Row (11): 13.5%
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14) Type of Reporting Person: OO
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1 Includes:(i)five Interests owned by the General Partner;(ii)2,632 Interests
owned by Ocean Ridge; and (iii) 1,858 Interests owned by ORIG.
2 ORIG disclaims beneficial ownership of 2,637 Interests, including:(i) 2,632
Interests owned by Ocean Ridge;and (ii) five Interests owned by the General
Partner.
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CUSIP No. 62942E308 Page 8 of 15
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
NTS-Properties Associates V, a Kentucky limited partnership
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2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
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3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds: WC
- --------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization:NTS-Properties Associates
V is a Kentucky limited partnership
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Number of Shares Beneficially Owned by Each Reporting Person With:
7) Sole Voting Power 0
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8) Shared Voting Power 4,495(1)(2)
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9) Sole Dispositive Power 0
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10) Shared Dispositive Power 4,495(1)(2)
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
4,495(1)(2)
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares: [ ]
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Row (11): 13.5%
- --------------------------------------------------------------------------------
14) Type of Reporting Person: PN
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1 Includes:(i)five Interests owned by the General Partner;(ii)2,632 Interests
owned by Ocean Ridge; and (iii) 1,858 Interests owned by ORIG.
2 The General Partner disclaims beneficial ownership of 4,490 Interests,
including:(i) 2,632 Interests owned by Ocean Ridge;and (ii) 1,858 Interests
owned by ORIG.
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CUSIP No. 62942E308 Page 9 of 15
Item 2. Identity and Background.
The information required under this Item 2 is provided for each of the reporting
persons on this Schedule 13D. The reporting persons on this Schedule 13D are
deemed a "group" by virtue of J. D. Nichols' ability to vote and dispose of the
4,495 Interests beneficially owned in aggregate by these reporting persons.
ORIG, LLC:
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ORIG, LLC, a Kentucky limited liability company, is a reporting person
for purposes of this Schedule and is a member of the group purchasing Interests
pursuant to the Offer to Purchase dated October 14, 1998, consisting of J. D.
Nichols, Brian F. Lavin and ORIG (the "Offer Group"). See Items 3 and 4 below
for further information concerning this transaction. ORIG's address is 10172
Linn Station Road, Louisville, Kentucky 40223. The principal business of ORIG is
to invest in limited partnerships that own commercial and residential real
estate. During the past five years, ORIG has not been the subject of any
criminal proceedings. During the past five years, ORIG 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.
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 (the
"General Partner") 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.
J. D. Nichols:
- -------------
(a) J. D. Nichols.
(b) Mr. Nichols' business address is 10172 Linn Station Road,
Louisville, Kentucky 40223.
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CUSIP No. 62942E308 Page 10 of 15
(c)-(d) During the past 5 years, Mr. Nichols has served as Chairman of
the Board of Directors of NTS-Development Company, a real
estate development corporation and a wholly-owned subsidiary
of NTS Capital Corporation. Mr. Nichols is the Chairman of the
Board of NTS Capital Corporation.Mr. Nichols is also a general
partner of the General Partner. The address of NTS-Development
Company, NTS Capital Corporation and the General Partner is
10172 Linn Station Road, Louisville, Kentucky 40223.
(e) Mr. Nichols has not been the subject of any criminal
proceedings.
(f) During the past five years, Mr. Nichols was not a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction, nor was he 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.
(g) Mr. Nichols is a citizen of the U.S.A.
Brian F. Lavin:
- --------------
(a) Brian F. Lavin.
(b) Mr. Lavin's business address is 10172 Linn Station Road,
Louisville, Kentucky 40223.
(c)-(d) From July, 1997 to February, 1999, Mr. Lavin served as the
Executive Vice President of NTS-Development Company, a real
estate development corporation and a wholly-owned subsidiary
of NTS Capital Corporation. Mr. Lavin also served as Executive
Vice President of NTS Capital Corporation and Executive Vice
President of the General Partner. In February 1999, Mr. Lavin
was named President of NTS-Development Company, NTS Capital
Corporation and the General Partner. The address of NTS-
Development Company, NTS Capital Corporation and the General
Partner is 10172 Linn Station Road,Louisville,Kentucky 40223.
Prior to July, 1997, Mr. Lavin served as the Executive Vice
President of Paragon Group, Inc. The address of Paragon Group,
Inc. is 7557 Rambler Road, Dallas, Texas, 75231.
(e) Mr.Lavin has not been the subject of any criminal proceedings.
(f) During the past five years, Mr. Lavin was not a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction, nor was he 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.
(g) Mr. Lavin is a citizen of the U.S.A.
Item 3. Source and Amount of Funds and Other Consideration.
On February 5, 1999, ORIG purchased 1,858 Interests pursuant to a joint
tender offer to purchase Interests filed with the Securities and Exchange
Commission on Schedule 13E-4 by the Partnership and ORIG on October 14, 1998
(the "Offer") and funded its purchases from cash contributions made by its
members pursuant to a binding Capital Contribution Agreement attached hereto as
Exhibit (a), which is
<PAGE>
CUSIP No. 62942E308 Page 11 of 15
hereby incorporated by reference. Mr. Nichols contributed approximately 90% of
the funds necessary for ORIG to purchase Interests pursuant to the Offer and to
pay ORIG's proportionate share of the expenses of the Offer. Mr. Lavin
contributed approximately 10% of the funds necessary for ORIG to purchase
Interests pursuant to the Offer and to pay ORIG's proportionate share of the
expenses of the Offer. The members of ORIG made these cash contributions
immediately upon the expiration of the Offer.
Neither the General Partner, Mr. Nichols or Mr. Lavin, individually, nor
Ocean Ridge intends to purchase any Interests in this Offer. Neither ORIG, Mr.
Nichols nor Mr. Lavin intends to borrow any of the funds necessary for ORIG to
purchase Interests pursuant to the Offer. Neither Ocean Ridge, Mr. Nichols,
Barbara Nichols, the General Partner nor ORIG has borrowed funds for the purpose
of acquiring Interests.
Item 4. Purpose of Transaction.
Each of the filers of this Schedule 13D has acquired its Interests with
an investment intent consistent with the Partnership's business plan.
The purpose of the Offer is to provide Limited Partners who desire to
liquidate 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 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 Affiliate
will be held by the Affiliate. Neither the Partnership nor the General Partner
has plans to offer for sale any other additional Interests, but they each
reserve the right to do so in the future.
(a) None of the reporting persons on this Schedule 13D has any plans or
proposals that would result in the acquisition by any person of additional
securities of the Partnership, or the disposition of securities of the
Partnership, other than Interests purchased by ORIG pursuant to the Offer.
(b) None of the reporting persons on this Schedule has any plans or
proposals that relate to or would result in an extraordinary corporate
transaction, such as a merger, reorganization or liquidation involving the
Partnership.
(c) None of the reporting persons on this Schedule has any plans or
proposals that relate to or would result in a sale or transfer of a material
amount of assets of the Partnership.
(d) None of the reporting persons on this Schedule has any plans or
proposals that relate to or would result in any change in the identity of the
General Partner or in the management of the Partnership, including, but not
limited to, any plans or proposals to change the number or term of the General
Partner(s), to fill any existing vacancy for the General Partner, or to change
any material term of the management agreement between the General Partner and
the Partnership.
(e) The General Partner anticipates that the Partnership will pay a
distribution of $35-50 to non-tendering limited partners in the first quarter of
1999. Other than this anticipated distribution, none of the reporting persons on
this Schedule has any plans or proposals that relate to or would result in any
material change in the present distribution policy or indebtedness or
capitalization of the Partnership.
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CUSIP No. 62942E308 Page 12 of 15
(f) None of the reporting persons on this Schedule has any plans or
proposals that relate to or would result in any other material change in the
Partnership's structure or business.
(g) None of the reporting persons on this Schedule has any plans or
proposals that relate to or would result in any change in the Partnership
Agreement or other actions that may impede the acquisition of control of the
Partnership by any person.
(h)-(j) Items (h) through (j) of this Item 4 are not applicable to the
Partnership because the Interests are not listed on a national securities
exchange and are not quoted on an inter-dealer quotation system of a registered
national securities association and because the Offer is conditioned on the
Partnership having no fewer than three hundred (300) holders of record after
completion of the Offer.
Item 5. Interest in Securities of the Issuer.
(a) Reference is hereby made to the Introduction and cover pages 3-7
attached hereto, which are incorporated hereby by reference.
As of February 5, 1999, the number of outstanding Interests of the
Partnership is 33,397. For purposes of this Schedule 13D, Mr. Nichols, Mr. Lavin
and ORIG constitute the Offer Group. The number of Interests beneficially owned
by the Offer Group is 1,858 Interests, or 5.6% of the outstanding Interests. The
total number of Interests beneficially owned by all reporting persons on this
Schedule is 4,495, or 13.5% of the outstanding Interests.
(b) Reference is hereby made to the Introduction and cover pages 3-7
attached hereto, which are incorporated hereby by reference.
(c) On February 5, 1999 ORIG purchased 1,858 Interests for $205 per
Interest pursuant to the Offer. Other than this transaction, no transactions
involving the Interests were effected by any reporting person on this Schedule
13D during the more recent of the past 60 days or the most recent filing on
Schedule 13D.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
The Partnership Agreement, contained in the Partnership's prospectus
dated August 1, 1984, grants the General Partner discretion to decide whether
the Partnership or any of its affiliates will purchase Interests from time to
time from Limited Partners. The Partnership, however, will not purchase
Interests, if as a result, the Limited Partner would continue to be a Limited
Partner and would hold fewer than five (5) Interests.
Mr. Nichols and Mr. Lavin have executed a binding Capital Contribution
Agreement which requires them to contribute the capital necessary to purchase
any and all Interests purchased by ORIG pursuant to the Offer and to pay ORIG's
proportionate share of the expenses of the Offer. Mr. Nichols anticipates
<PAGE>
CUSIP No. 62942E308 Page 13 of 15
contributing approximately 90% of these funds. Mr. Lavin anticipates
contributing approximately 10% of these funds.
On October 14, 1998, the Partnership and ORIG (collectively, the
"Offerors") jointly filed an Issuer Tender Offer Statement on Schedule 13E-4 to
purchase up to an aggregate of 1,200 Interests pursuant to the Offer. This
Schedule 13E-4 was subsequently amended on January 25, 1999 to remove ORIG as a
co-filer and to extend the Offer. ORIG filed a Tender Offer Statement on
Schedule 14D-1 simultaneously with the filing by the Partnership of Amendment
No. 1 to the Issuer Tender Offer Statement on Schedule 13E-4.
Other than these agreements, the filers of this Schedule 13D are not
aware of any other contract, arrangement, understanding or relationship
relating, directly or indirectly, to any securities of the Issuer (whether or
not legally enforceable) between ORIG, Mr. Nichols, Mr. Lavin, Ocean Ridge or
the General Partner and any person or among themselves.
<PAGE>
CUSIP No. 62942E308 Page 14 of 15
Item 7. Material to be Filed as Exhibits.
(a) Capital Contribution Agreement dated January 20, 1999 between the
Members of ORIG.
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.
February 16, 1999 J. D. NICHOLS
By: /s/ J. D. Nichols
-----------------
J. D. Nichols
OCEAN RIDGE INVESTMENTS, LTD.
By: /s/ BKK Financial, Inc.
-----------------------
BKK Financial, Inc.
Its: General Partner
By: /s/ J. D. Nichols
-----------------
J. D. Nichols
Its: Chairman of the Board
ORIG, LLC
By: /s/ J. D. Nichols
-----------------
J. D. Nichols
Its: Managing Member
BRIAN F. LAVIN
By: /s/ Brian F. Lavin
------------------
Brian F. Lavin
NTS-PROPERTIES ASSOCIATES V
By: /s/ J. D. Nichols
-----------------
J. D. Nichols
Its: Managing General Partner
<PAGE>
CUSIP No. 62942E308 Page 15 of 15
EXHIBIT 1
CAPITAL CONTRIBUTION AGREEMENT
<PAGE>
CAPITAL CONTRIBUTION AGREEMENT
This Capital Contribution Agreement (the "Agreement") is made as of the
20th day of January, 1999 by and between J.D. Nichols ("Nichols") and Brian F.
Lavin ("Lavin"), being all of the members of ORIG, LLC, a Kentucky limited
liability company ("ORIG"). Nichols and Lavin are individually referred to as a
"Member" and collectively referred to as the "Members".
RECITALS:
WHEREAS, ORIG has filed with the Securities and Exchange Commission
offers to purchase (the "Tender Offers") limited partnership interests
("Interests") jointly with each of the following limited partnerships: (i)
NTS-Properties III, a Georgia limited partnership; (ii) NTS-Properties IV.,
Ltd., a Kentucky limited partnership; (iii) NTS-Properties V, a Maryland limited
partnership; (iv) NTS-Properties VI, a Maryland limited partnership; and (v)
NTS-Properties VII, a Florida limited partnership (collectively, the
"Partnerships");
WHEREAS, pursuant to the terms and conditions of the Tender Offers,
ORIG anticipates accepting and purchasing Interests in each of the Partnerships;
WHEREAS, pursuant to the terms and conditions of the Tender Offers,
ORIG will be required to pay any and all of ORIG's expenses incurred in
connection with the Tender Offers (including, but not limited to, ORIG's
proportionate share of the legal, accounting, printing and mailing expenses
relating to the Tender Offers) (the "Expenses");
WHEREAS, the Members desire to make cash capital contributions to ORIG
(the "Capital Contributions") sufficient for ORIG to purchase the Interests and
to pay the Expenses; and
WHEREAS, each Member desires to receive membership interests in ORIG
proportionate to the Member's Capital Contributions.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Aggregate Capital Contributions: On or prior to the expiration of each of the
- ----------------------------------
Tender Offers, the Members shall make Capital Contributions, which, in the
aggregate, are sufficient for ORIG to purchase all Interests accepted by ORIG
pursuant to the Tender Offers and to pay any and all of the Expenses.
2. Individual Capital Contributions: On or prior to the expiration of each of
- -------------------------------------
the Tender Offers, each Member shall make a Capital Contribution to ORIG in an
amount to be unanimously agreed upon by the Members. The Members agree that upon
expiration of all of the Tender Offers, the approximate percentages of the
aggregate Capital Contributions shall be: (i) Nichols -- 90%; and (ii) Lavin --
10%, unless otherwise agreed to in writing by the Members.
3. Disagreement: If the Members cannot agree upon the amounts of the Capital
- ---------------
Contributions to be made by each Member upon the expiration of each Tender
Offer, Nichols hereby agrees to
<PAGE>
make all Capital Contributions necessary to enable ORIG to fulfill its
obligations pursuant to the Tender Offers.
4. Membership Interest: At all times, each Member shall have a membership
- ------------------------
interest in ORIG calculated by dividing the Capital Contributions made by the
individual Member by the total of all Capital Contributions made by the Members.
5. Miscellaneous:
- -----------------
a. Assignability. This Agreement shall not be assignable by any of the
-----------------
parties hereto without the prior written consent of all of the other parties.
b. Governing Law. The laws of the State of Kentucky will govern all
------------------
questions concerning the construction, validity and interpretation of
this Agreement and the performance of the obligation imposed by this
Agreement.
c. Entire Agreement. This Agreement and other documents delivered or to
---------------------
be delivered pursuant to this Agreement contain or will contain the entire
agreement among the parties hereto with respect to the transactions
contemplated herein and supersede all previous oral and written agreements.
d. Amendment. This Agreement may be amended, modified, or supplemented only
-------------
by written agreement of all of the Members.
e. Counterparts. This Agreement may be executed in several counterparts,each
----------------
of which shall be deemed an original, but all of which together shall
constitute one and the same Agreement.
f. Further Assurances. The parties will, from time to time, upon the
-----------------------
reasonable request of any other party, execute, acknowledge and deliver in
proper form such further instruments and perform such further acts as may be
reasonably necessary or desirable to give effect to the transactions
contemplated by this Agreement.
g. Recitals: The recitals set forth above are incorporated by reference
------------
herein and made a part hereof as if fully set forth herein.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their signature to
be set forth below as of the day and year first written above.
/s/ J. D. Nichols
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J.D. Nichols, a Member
/s/ Brian F. Lavin
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Brian F. Lavin, a Member
Being all of the Members of ORIG, LLC
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