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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
October 20, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
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AMENDMENT NO. 1 TO
ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4
INTRODUCTION
This Amendment No. 1 dated January 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 October 20, 1998 by NTS
Properties VI (the "Partnership") and ORIG, LLC, a Kentucky limited liability
company, (the "Affiliate" and, collectively with the Partnership, the
"Offerors") regarding the Offerors' offer to purchase in the aggregate up to
1,250 limited partnership interests in the Partnership. A copy of the Offer to
Purchase dated October 20, 1998 and the related Letter of Transmittal (which
together constitute the "Offer") were incorporated by reference in the Original
Statement.
Under the terms of the Offer, the Offer expired at 12:00 midnight,
Eastern Standard Time, on January 18, 1999. As of January 18, 1999 a total of
2,103 Interests were properly tendered pursuant to the Offer. The Offerors
exercised their right under the terms of the Offer to purchase more than 1,250
Interests and all 2,103 Interests tendered were accepted by the Offerors,
without proration. The Partnership repurchased 750 of these Interests. The
Affiliate purchased 1,353 of these Interest. By Press Release dated January 28,
1999, the Offerors announced: (i) that the Offer had terminated as of January
18, 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 Instruction D to Schedule 13E-4.
This Amendment supplements and amends the Original Statement: (i) to include the
information required under General Instruction C to Schedule 13E-4; and (ii)
amends Section 6, "Certain Conditions of the Offer," of the Offer to Purchase by
deleting the phrase "sole judgment" and replacing it with the phrase "reasonable
judgment".
Item 1. Security and Issuer.
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(d) In addition to the Partnership, the Affiliate jointly offered to
purchase the Interests. The address of the Affiliate is 10172 Linn Station Road,
Louisville, Kentucky, 40223. The members of the Affiliate are J.D. Nichols and
Brian F. Lavin. Mr. Nichols is the general partner of NTS Properties Associates
VI, the General Partner of the Partnership (the "General Partner"). Mr. Nichols
is also the managing member of the Affiliate. Mr. Lavin is the Executive Vice
President of the General Partner. The business address of Mr. Nichols and Mr.
Lavin is: 10172 Linn Station Road, Louisville, Kentucky, 40223.
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Item 2. Source and Amount of Funds or Other Consideration.
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The General Partner of the Partnership is not offering to purchase
Interests pursuant to the Offer. Therefore, this Item 2 is inapplicable to the
General Partner.
Mr. Nichols and Mr. Lavin, the members of the Affiliate, funded the
purchase of Interests by the Affiliate and the Affiliate's proportionate share
of the expenses of the Offer from capital contributions made immediately upon
termination of the Offer pursuant to the terms of a binding Capital Contribution
Agreement executed as of January 20, 1999 by and between Mr. Nichols and Mr.
Lavin, which is attached hereto as Exhibit (c)(2) and is herein incorporated by
reference.
Item 4. Interest in Securities of the Issuer.
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Except for the purchase of 2,103 Interests by the Offerors as of
January 18, 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 5. Contracts, Arrangements, Understandings or Relationships with Respect to
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the Issuer's Securities.
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Mr. Nichols and Mr. Lavin, the members of the Affiliate, funded the
purchase of Interests by the Affiliate and the Affiliate's proportionate share
of the expenses of the Offer from capital contributions made immediately upon
termination of the Offer pursuant to the terms of a binding Capital Contribution
Agreement executed as of January 20, 1999 by and between Mr. Nichols and Mr.
Lavin, which is attached hereto as Exhibit (c)(2) and is herein incorporated by
reference.
Other than this agreement, the Offerors are not aware of any other
contract, arrangement, understanding or relationship relating, directly or
indirectly, to this Offer (whether or not legally enforceable) between or among
(i) the Partnership, the General Partner or the Affiliate or (ii) any person
controlling the Partnership, the General Partner or the Affiliate or any other
person.
Item 8. Additional Information.
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(e) Section 6 of the Offer to Purchase, "Certain Conditions of the
Offer," is hereby amended by deleting the phrase "sole judgment" replacing it
with the phrase "reasonable judgment."
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:
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(a)(6) Press Release by the Offerors dated January 28, 1999.
(c)(2) Capital Contribution Agreement dated January 20, 1999 executed by
the members of ORIG, LLC.
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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 28, 1999 NTS-PROPERTIES VI, a Maryland limited
partnership.
By: NTS - PROPERTIES ASSOCIATES VI,
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)(6) Press Release by the Offerors dated January 28, 1999.
(c)(2) Capital Contribution Agreement dated January 20, 1999 executed
by the members of ORIG, LLC.
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Exhibit (a)(6)
Press Release by the Offerors dated January 28, 1999.
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NTS-PROPERTIES VI AND ORIG, LLC ANNOUNCE EXPIRATION OF TENDER OFFER.
Louisville, Ky. January 28, 1999. NTS-Properties VI and ORIG, LLC
announced today that the issuer tender offer for up to 1,250 Limited Partnership
Interests in NTS-Properties VI Limited Partnership Interests, which commenced on
October 20, 1998, expired on January 18, 1999.
The final results of the Offer are as follows: On January 18, 1998, a
total of 2,103 Interests were tendered pursuant to the Offer. The Offerors
exercised their right under the terms of the Offer to purchase more than 1,250
Interests, and all of the 2,103 Interests were accepted by the Offerors.
NTS-Properties VI repurchased 750 Interests at a price of $350 per Interest
pursuant to the Offer, and ORIG, LLC purchased 1,353 Interests at a price of
$350 per Interest pursuant to the Offer.
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Exhibit (c)(2)
Capital Contribution Agreement dated January 20, 1999 executed by
the members of ORIG, LLC.
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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
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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
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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
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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
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Contributions to be made by each Member upon the expiration of each Tender
Offer, Nichols hereby agrees to 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
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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:
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a. Assignability. This Agreement shall not be assignable by any
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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
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all questions concerning the construction, validity and interpretation
of this Agreement and the performance of the obligations imposed by this
Agreement.
c. Entire Agreement.This Agreement and other documents delivered
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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
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supplemented only by written agreement of all of the Members.
e. Counterparts. This Agreement may be executed in several
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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
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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
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reference herein and made a part hereof as if fully set forth herein.
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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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