SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(FINAL AMENDMENT)
(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)
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AMENDMENT NO. 2 TO
ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4
INTRODUCTION
This Amendment No. 2 dated January 11, 2000 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, (the "Affiliate" and,
collectively with the Partnership, the "Offerors") to purchase in the aggregate
up to 500 limited partnership interests in the Partnership. 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. The Partnership repurchased 250 of
these Interests. The Affiliate 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 Rule 13e-4(c)(3) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and General Instructions D and E to
Schedule 13E-4.
Item 4. Interest in Securities of the Issuer.
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Except for the purchase of 1,196 Interests 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 Partnership, the General Partner, Mr. Nichols or Mr. Lavin, the Affiliate
or any other associate or subsidiary of any such person.
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)(9) Press Release by the Offerors dated January 11, 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: January 11, 2000 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,
Managing General Partner
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EXHIBITS
Exhibit
Number Description
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(a)(9) Press Release by the Offerors dated 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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