NTS PROPERTIES VI/MD
SC 13E4/A, 1999-12-28
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
              -----------------------------------------------------



                        AMENDMENT NO. 1 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 VI
                                (Name of Issuer)


                                NTS-PROPERTIES VI
                        (Name of Person Filing Statement)


                          LIMITED PARTNERSHIP INTERESTS
                         (Title of Class of Securities)


                                    62942E407
                      (CUSIP Number of Class of Securities)


                     J.D. Nichols, Managing General Partner
                          NTS-Properties Associates VI
                             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 9, 1999
     (Date Tender Offer First Published, Sent or Given to Security Holders)



<PAGE>



                               AMENDMENT NO. 2 TO
                 ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4

                                  INTRODUCTION

     This  Amendment No. 1 dated  December 28, 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  9,  1999  by
NTS-Properties  VI (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 9, 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 Offer expired at 12:00 midnight,
Eastern  Standard Time, on December 23, 1999. As of December 23, 1999 a total of
1,085  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 1,085  Interests  tendered  were  accepted  by the  Offerors,
without  proration.  The  Partnership  repurchased 250 of these  Interests.  The
Affiliate purchased 835 of these Interests.  By Press Release dated December 28,
1999, the Offerors  announced:  (i) that the Offer had terminated as of December
23, 1999, as originally 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.
- ----------------------------------------------

     Except for the  purchase of 1,085  Interests by the Offerors as of December
23, 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.
- ------------------------------------------

     The response to Item 9 of the  Schedule  13E-4 is hereby  supplemented  and
amended as follows:

         (a)(6)   Press Release by the Offerors dated December 28, 1999.

                                        2

<PAGE>



                                    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 28, 1999                NTS-PROPERTIES VI, a Maryland limited
                                          partnership.

                                 By:      NTS - PROPERTIES ASSOCIATES VI,
                                          General Partner

                                 By:      /s/ J.D. Nichols
                                          ------------------------
                                          J.D. Nichols,
                                          Managing General Partner




                                        3

<PAGE>



                                    EXHIBITS

Exhibit
Number                             Description
- ------                             -----------
(a)(6)         Press Release by the Offerors dated December 28, 1999.















                                        4

<PAGE>



                                                                  Exhibit (a)(6)







              Press Release by the Offerors dated December 28, 1999














631474

                                        5

<PAGE>



     Louisville,   Kentucky   December  28,  1999.   NTS   Properties   VI  (The
"Partnership" announced today that the tender offer of the Partnership and ORIG,
LLC, an affiliate of the Partnership  (collectively  with the  Partnership,  the
"Offerors") for up to 1,000 Limited Partnership  Interests in NTS-Properties VI,
which commenced on November 9, 1999 expired on December 23, 1999.

     The final  results of the Offer are as follows:  As of December 23, 1999, a
total of 1,085  Interests  were  tendered  pursuant  to the Offer.  The  Offeror
exercised  their right under the terms of the Offer to purchase  more than 1,000
Interests,  and all 1,085 Interests were accepted.  The Partnership  repurchased
250 Interests at a price of $380 per Interest,  pursuant with the amended Offer;
ORIG,  LLC  purchased  835  Interests at a price of $380 per  Interest.  Limited
Partners  whose  Interests  were  purchased as of December 23, 1999 were granted
rescission  and withdrawal  rights  through the expiration  date of December 23,
1999.

                                        6

<PAGE>


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