SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 2 TO THE
TENDER OFFER STATEMENT
(FINAL AMENDMENT)
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
NTS-PROPERTIES V
(Name of Issuer)
ORIG, LLC
(Name of Person Filing Statement)
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)
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AMENDMENT NO. 2 TO
TENDER OFFER STATEMENT ON SCHEDULE 14D-1
(FINAL AMENDMENT)
INTRODUCTION
This Amendment No. 2 dated January 11, 2000 supplements and amends the
Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange
Commission on November 5, 1999 (the "Original Statement") by ORIG, LLC, a
Kentucky limited liability company (the "Bidder") regarding the offer of
NTS-Properties V and the Bidder (collectively, 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
incorporated by reference in the Original Statement.
Under the original terms of the Offer, the Purchase Price for the
Interests was $215 per Interest, the Offer expired at 12:00 midnight, Eastern
Standard Time, on December 23, 1999. With two notices to Limited Partners, which
were dated December 20 and 22, 1999, and a Press Release dated December 22,
1999, the Offerors announced their intention to increase the Purchase Price to
$230 per Interest and to extend the Expiration Date of the Offer to December 31,
1999. As of December 31, 1999 a total of 1,196 Interests were properly tendered
pursuant to the Offer. The Offerors exercised their right under the terms of the
Offer to purchase more than 500 Interests, and all 1,196 Interests tendered were
accepted by the Offerors, without proration. NTS-Properties V repurchased 250 of
these Interests. The Bidder purchased 946 of these Interests. By Press Release
dated January 11, 2000, the Offerors announced: (i) that the Offer had
terminated as of December 31, 1999, as scheduled; and (ii) the final results of
the Offer.
This Amendment constitutes the final amendment to the Original
Statement in accordance with General Instruction D to Schedule 14D-1. This
amendment is intended to satisfy the reporting requirements of Section 13(d) of
the Securities Exchange Act of 1934, as amended, with respect to all securities
acquired by the Bidder pursuant to the Offer.
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1) Names of Reporting Persons, I.R.S. Identification Nos.of Above
Persons (entities only): ORIG, LLC ("ORIG")
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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): WC
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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 beneficially owns 5,441of the limited partnership
interests in NTS-Properties V (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: 17.8%
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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 5,441 of the limited partnership
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: 17.8%
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10) Type of Reporting Person (See Instruction): IN
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(1) Mr. Nichols disclaims beneficial ownership of 2,917 of these
Interests, consisting of: (i) 2,632 Interests owned by Ocean Ridge; (ii) five
Interests owned by the General Partner; and (iii) 280, 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 5,441 of the limited
partnership interests in the Partnership.(1)
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8) Check if the Aggregate Amount in Row 7 Excludes Certain Shares
(See Instructions): |_|
- --------------------------------------------------------------------------------
9) Percent of Class Represented by Amount in Row 7: 17.8%
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10) Type of Reporting Person (See Instruction): IN
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(1) Mr. Lavin disclaims beneficial ownership of 5,161of these
Interests, consisting of: (i) 2,632 Interests owned by Ocean Ridge; (ii) five
Interests owned by the General Partner; and (iii) 2,524, or 90%, of the
Interests owned by ORIG.
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Item 6. Interest in Securities of the Subject Company.
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Reference is hereby made to cover pages 3-5 hereto, which are
incorporated herein by reference.
Except for the purchase of 1,196 Interests for $230 per Interest by the
Offerors as of December 31, 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 Bidder, Partnership, the General Partner, Ocean Ridge, BKK,
Mr. Nichols, Mr. Lavin or any other associate or subsidiary of any such person.
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)(9) Press Release by the Offerors dated January 11, 2000.
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: January 11, 2000 ORIG, LLC, a Kentucky limited liability
company
By: /s/ J. D. Nichols
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J.D. Nichols,
Its: Managing Member
J. D. NICHOLS
/s/ J. D. Nichols
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J.D. Nichols
BRIAN F. LAVIN
/s/ Brian F. Lavin
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Brian F. Lavin
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EXHIBITS
Exhibit
Number Description
- ------ -----------
(a)(9) Press Release by the Offerors January 11, 2000
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Exhibit (a)(9)
Press Release by the Offerors dated January 11, 2000.
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Louisville, Kentucky January 11, 2000. NTS-Properties V (The
"Partnership) announced today that the issuer tender offer of the Partnership
and ORIG, LLC, an affiliate of the Partnership (collectively with the
Partnership, the "Offerors") for up to 500 Limited Partnership Interests in
NTS-Properties V, which commenced on November 5, 1999, and was amended effective
December 20, 1999, expired on December 31, 1999.
The final results of the Offer are as follows: As of December 31, 1999,
a total of 1,196 Interests were tendered pursuant to the Offer. The Offerors
exercised their right under the terms of the Offer to purchase more than 500
Interests, and all 1,196 Interests were accepted. The Partnership repurchased
250 Interests at a price of $230 per Interest, pursuant with the amended Offer;
ORIG, LLC purchased 946 Interests at a price of $230 per Interest. Limited
Partners whose Interests were purchased as of December 31, 1999 were granted
rescission and withdrawal rights through the expiration date of December 31,
1999.
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