SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
AMENDMENT NO. 2 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
June 25, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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| Transaction Valuation: $205,000 (a) | Amount of Filing Fee |
| Limited Partnership Interest at $205.00 per Interest| $41.00(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.
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: ____________ $36.00
Form or Registration No.: ___________ Amendment No. 1 to Schedule 13E-4
Filing Party: ______________________ NTS-Properties V
Date Filed: ________________________ August 24, 1999
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AMENDMENT NO. 2 TO
ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4
INTRODUCTION
This Amendment No. 2 dated September 1, 1999 supplements and amends the
Issuer Tender Offer Statement on Schedule 13E-4 (the "Original Statement") filed
with the Securities and Exchange Commission on June 25, 1999 by NTS Properties V
(the "Partnership") regarding the Partnership's offer to purchase in the
aggregate up to 1,000 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 June 25, 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 Partnership offered to purchase in the aggregate up to 1,000 Interests at a
Purchase Price of $167.50 per Interest, and the Offer was to expire at 12:00
midnight, Eastern Standard Time, on August 31, 1999. By press release dated
August 18, 1999, the Partnership announced its intention to: (i) increase the
Purchase Price to $180.00 per Interest; and (ii) extend the Expiration Date of
the Offer to September 30, 1999. Amendment No. 1 to the Original Statement,
reflecting these changes, was filed on August 24, 1999. By press release dated
August 31, 1999, the Partnership announced its intention to further increase the
Purchase Price to $205.00 per Interest. The Expiration Date of the Offer remains
September 30, 1999.
This Amendment constitutes the second 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 increase the Purchase Price to
$205.00 per Interest. The Partnership's August 31, 1999 Press Release is
attached hereto as Exhibit (a)(6), and a Notice which was sent to the Limited
Partners by the Partnership on August 31, 1999 is attached hereto as Exhibit
(a)(7).
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 June
25, 1999, as amended August 18 and August 24, 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 of the Partnership ("Limited Partners") to the Partnership
pursuant to the Offer to Purchase.) This Offer is being made to all Limited
Partners. As of April 30, 1999, the Partnership had 33,394 outstanding Interests
held by 2,303 holders of
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record. Subject to the conditions set forth in the Offer, the Partnership will
purchase up to 1,000 Interests. The purchase price of the Interests tendered to
the Partnership will be equal to $205.00 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 $230,000 (including approximately $205,000 to purchase 1,000
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 1,000 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 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)(8) Press Release by the Partnership dated August 31, 1999.
(a)(9) Notice sent by Partnership to Limited Partners dated August 31, 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: September 1, 1999
NTS-PROPERTIES V, a Maryland limited
partnership
By: NTS-PROPERTIES ASSOCIATES V,
General Partner
By:
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J.D. Nichols
Its: Managing General Partner
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EXHIBITS
Exhibit
Number Description
- ------ -----------
(a)(8) Press Release by the Partnership dated August 31, 1999.
(a)(9) Notice sent by Partnership to Limited Partners dated August 31, 1999.
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Exhibit (a)(8)
NTS-PROPERTIES V ANNOUNCES INCREASED PRICE OF TENDER OFFER
Louisville, Kentucky, August 31, 1999. NTS-Properties V announced today
that it has increased the offer price for units of NTS-Properties V submitted in
conjunction with the outstanding issuer tender offer. The price per interest has
been increased to $205.00.
The original tender offer for up to 1,000 Limited Partnership Interests at
$167.50 per interest commenced on June 25, 1999 and was scheduled to expire
August 31, 1999. It was later extended to September 30, 1999.
Until September 30, 1999, NTS-Properties V will accept up to 1,000 Limited
Partnership Interests tendered pursuant to the terms and conditions of the Offer
at the price of $205 per interest.
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Exhibit (a)(9)
NTS Properties Associates V
10172 Linn Station Road
Louisville, KY 40223
(800) 928-1492
August 31, 1999
Dear NTS-Properties V Investor:
The price for the Offer to Purchase interests of NTS-Properties V
has again increased
to $205 per unit!
Offers from outside companies continue to circulate with many different prices,
most recently a price of $195 per unit. In response to this offer, effective
August 30, 1999, the Partnership has amended its Offer to Purchase, dated June
25, 1999, increasing the price per unit to $205.00. The expiration of the Offer
to Purchase will remain September 30, 1999, as previously extended. Payment for
units will be made no later than five (5) business days following the expiration
date.
We understand that the abundance of mail received in connection with these
offers makes the issue very confusing. However, it is important that you
carefully review any materials received before signing and returning documents.
As we have previously noted, there have been outside offers containing clauses
claiming that the offer, once submitted, is "irrevocable and cannot be rescinded
for any reason..." If you accept such an offer, you may be unable to accept a
later offer at a higher price. If you have any questions regarding this offer,
please call (800) 387-7454 or (800) 928-1492, extension 544.
We are making every effort to respond promptly once we learn of offers from
outside companies. Our current price of $205 is the highest offer that we are
aware of as of the current date. If you have already submitted paperwork to
tender your units, no additional paperwork is required. You will automatically
receive the increased price of $205.00.
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.
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