SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
NTS-PROPERTIES VII, LTD.
(Name of Issuer)
NTS-PROPERTIES VII, LTD.
and
ORIG, LLC
(Name of Persons Filing Statement)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
62942E506
(CUSIP Number of Class of Securities)
J.D. Nichols, Managing General Partner
NTS-Properties Associates VII
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
December 7, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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| Transaction Valuation: $120,000 (a) | Amount of Filing Fee |
| Limited Partnership Interest at $6.00 per Interest | $24.00(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.
o 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:________________________ Not Applicable
Form of Registration No.:_________________________ Not Applicable
Filing Party:_____________________________________ Not Applicable
Date Filed:_______________________________________ Not Applicable
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<PAGE>
Item 1. Security and Issuer.
- -----------------------------
(a) The name of the issuer is NTS-Properties VII, Ltd., a Florida
limited partnership (the "Partnership"). The Partnership's principal executive
offices are located at 10172 Linn Station Road, Louisville, Kentucky 40223.
(b) The title of the securities that are subject to the Offer to
Purchase dated December 7, 1998 (the "Offer") 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 Offerors pursuant to the
Offer to Purchase.) This Offer is being made to all Limited Partners. As of
September 30, 1998, the Partnership had 575,736 outstanding Interests held by
1,273 holders of record. Subject to the conditions set forth in the Offer, the
Partnership and ORIG, LLC, a Kentucky limited liability company, and an
affiliate of the Partnership (the "Affiliate" and, collectively with the
Partnership, the "Offerors"), will purchase in the aggregate up to 20,000
Interests. The purchase price of the Interests tendered to the Offerors will be
equal to $6.00 per Interest, net 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 VII ("General Partner"), the Affiliate, nor any of their partners,
members, affiliates or associates 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.
(c) There is currently no established trading market for the Interests,
and any transfer of Interests is limited by the terms of the Partnership's
Amended and Restated Agreement of Limited Partnership dated as of February 11,
1988 ("Partnership Agreement").
Reference is hereby made to Section 7, "Cash Distribution Policy," of
the Offer which is incorporated herein by reference.
(d) In addition to the Partnership, ORIG, LLC, an affiliate of the
Partnership, is jointly filing this statement as a co-offeror. ORIG, LLC is
located at 10172 Linn Station Road, Louisville, Kentucky. The members of ORIG,
LLC are substantially the same as the partners of the General Partner.
Item 2. Source and Amount of Funds or Other Consideration.
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(a) The total amount of funds required to complete the Offer is
approximately $156,000 (including approximately $120,000 to purchase 20,000
Interests plus approximately $36,000 for expenses associated with administering
the Offer, such as legal, accounting, printing fees and mailing expenses). The
Partnership will purchase the first 10,000 Interests tendered pursuant to the
Offer and will fund its purchases and its portion of the expenses of the Office
from its cash reserves. If the Offer is oversubscribed and the Partnership, in
its sole discretion, decides to purchase Interests in excess of 10,000
Interests, the Partnership will fund these additional purchases and expenses, if
any, from its cash reserves.
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<PAGE>
The Affiliate will purchase the next 10,000 Interests tendered and will
fund its purchases and its portion of the expenses of the Offer from cash
contributions to be made to the Affiliate by its members. If the Offer is
oversubscribed and the Affiliate, in its sole discretion, decides to purchase
Interests in excess of 10,000 Interests, the Affiliate will fund these
additional purchases and expenses, if any, from its cash contributions.
Reference is hereby made to Section 9, "Source and Amount of Funds," of
the Offer, which is incorporated herein by reference.
(b) Neither the Partnership nor the Affiliate intends to borrow funds
to purchase any Interests tendered pursuant to this Offer.
Reference is hereby made to Section 9, "Source and Amount of Funds," of
the Offer which is incorporated herein by reference.
Item 3. Purpose of the Tender Offer and Plans or Proposals of Issuer or the
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Affiliate.
- ----------
The purpose of the Offer is to provide Limited Partners who desire to
liquidate their investment in the Partnership with a method for doing so. With
the exception of isolated transactions, no established secondary trading market
for the Interests exists and transfers of Interests are subject to certain
restrictions as set forth in the Partnership Agreement, including prior approval
of the General Partner. Interests that are tendered to the Partnership will be
retired, although the Partnership may issue interests from time to time in
compliance with the registration requirements of federal and state securities
laws or any exemptions therefrom. Interests that are tendered to the Affiliate
will be held by the Affiliate. Neither the Partnership nor the General Partner
has plans to offer for sale any other additional interests, but each reserves
the right to do so in the future.
The Offer is generally not conditioned upon any minimum number of
Interests being tendered. The Offer is conditioned upon, among other things, the
absence of certain adverse conditions described in Section 6, "Certain
Conditions of the Offer." In particular, the Offer will not be consummated, if
in the opinion of the General Partner, there is a reasonable likelihood that
purchases under the Offer would result in termination of the Partnership (as a
partnership) under Section 708 of the Internal Revenue Code of 1986, as amended
(the "Code"), or termination of the Partnership's status as a partnership for
federal income tax purposes under Section 7704 of the Code. Further, the
Offerors will not purchase Interests, if the purchase of Interests would result
in the Interests being owned by fewer than three hundred (300) holders of
record.
(a) The Offerors have agreed that the Partnership will purchase the
first 10,000 Interests tendered during the Offer, and that, if more than 10,000
Interests are tendered, the Affiliate will purchase up to an additional 10,000
Interests tendered on the same terms and conditions as those Interests purchased
by the Partnership. If, on the Expiration Date (defined below), the Offerors
determine that more than 20,000 Interests have been tendered during the Offer,
each Offeror may: (i) accept the additional Interests permitted to be accepted
pursuant to Rule 13e-4(f)(1) promulgated under the Securities Exchange Act of
1934, as amended; or (ii) extend the Offer, if necessary, and increase the
amount of Interests that the Offeror is offering to purchase to an amount that
the Offeror believes to be sufficient to accommodate the excess Interests
tendered as well as any Interests tendered during the extended Offer.
If the Offer is oversubscribed and the Offerors do not act in
accordance with (i) or (ii), above,
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<PAGE>
or the Offerors act in accordance with (i) and (ii), above, but the Offer
remains oversubscribed, then the Offerors will accept Interests tendered prior
to or on the Expiration Date (defined below) for payment on a pro rata basis. In
the event of proration, the number of Interests purchased from a Limited Partner
will be equal to a fraction of the Interests tendered, the numerator of which
will be the total number of Interests the Offerors are willing to purchase and
the denominator of which will be the total number of Interests properly
tendered. Notwithstanding the foregoing, the Offerors will not purchase
Interests tendered by a Limited Partner if, as a result of the purchase, the
Limited Partner would continue to be a Limited Partner and would hold fewer than
one hundred (100) interests.
The term "Expiration Date" shall mean 12:00 Midnight, Eastern Standard
Time, on March 6, 1999, unless and until the Offerors extend the period of time
for which the Offer is open, in which event "Expiration Date" will mean the
latest time and date at which the Offer, as extended by the Offerors or the
Affiliate, expires. The Partnership may extend the Offer in its sole discretion
by providing the Limited Partners with written notice of the extension;
provided, however, that if the Offer is oversubscribed, the Partnership or the
Affiliate may, each in its sole discretion, extend the Offer by providing the
Limited Partners with written notice of the extension.
(b) Neither the Offerors nor the General Partner has any plans or
proposals that relate to or would result in an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Partnership.
(c) Neither the Offerors nor the General Partner has any plans or
proposals that relate to or would result in a sale or transfer of a material
amount of assets of the Partnership.
(d) Neither the Offerors nor the General Partner has any plans or
proposals that relate to or would result in any change in the identity of the
General Partner or in the management of the Partnership, including, but not
limited to, any plans or proposals to change the number or term of the General
Partner(s), to fill any existing vacancy for the General Partner, or to change
any material term of the management agreement between the General Partner and
the Partnership.
(e) Neither the Offerors nor the General Partner has any plans or
proposals that relate to or would result in any material change in the present
distribution policy or indebtedness or capitalization of the Partnership.
(f) Neither the Offerors nor the General Partner has any plans or
proposals that relate to or would result in any other material change in the
Partnership's structure or business.
(g) Neither the Offerors nor the General Partner has any plans or
proposals that relate to or would result in any change in the Partnership
Agreement or other actions that may impede the acquisition of control of the
Partnership by any person.
Items (h) through (j) of this Item 3 are not applicable to the Partnership
because the Offer is conditioned on the Partnership having no fewer than three
hundred (300) holders of record after completion of the Offer.
Reference is hereby made to the Introduction, Section 1 "Background and
Purposes of the Offer," Section 5, "Purchase of Interests; Payment of Purchase
Price," Section 6,"Certain Conditions
4
<PAGE>
of the Offer," and Section 10, "Certain Information About the Partnership"
of the Offer which are incorporated herein by reference.
Item 4. Interest in Securities of the Issuer.
- ---------------------------------------------
There have not been any transactions involving Interests that were
effected during the past 40 business days by the Partnership, the General
Partner, the Affiliate or any person controlling the Partnership, the General
Partner or the Affiliate.
Reference is hereby made to Section 12, "Transactions and Arrangements
Concerning Interests," of the Offer, which is incorporated herein by reference.
Item 5. Contracts, Arrangements, Understandings or Relationships with Respect
- -------------------------------------------------------------------------------
to the Issuer's Securities.
- ---------------------------
The Partnership Agreement, contained in the Partnership's prospectus
dated February 11, 1988, grants the General Partner discretion to decide whether
the Partnership or any of its affiliates will purchase Interests from time to
time from Limited Partners on certain terms and conditions described in the
Partnership Agreement. The Partnership, however, will not purchase Interests if
as a result, the Limited Partner would continue to be a Limited Partner and
would hold fewer than one hundred (100) Interests.
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.
Reference is hereby made to the Introduction, Section 1, "Background
and Purposes of the Offer" and Section 12, "Transactions and Arrangements
Concerning Interests," of the Offer, which are incorporated herein by reference.
Item 6. Persons Retained, Employed or to be Compensated.
- ---------------------------------------------------------
No persons have been employed, retained or are to be compensated by the
Offerors to make solicitations or recommendations in connection with the Offer.
Item 7. Financial Information.
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(a) Reference is hereby made to the audited financial statements of the
Partnership for the years ended December 31, 1996 and December 31, 1997 filed
with the Securities and Exchange Commission ("Commission") on Form 10-K on March
27, 1997 and March 30, 1998, respectively, which are incorporated herein by
reference. Also, reference is hereby made to the unaudited financial statements
of the Partnership for the three and nine-month periods ended September 30,
1998, filed with the Commission on Form 10-Q on November 16, 1998, which are
incorporated herein by reference.
(b) Reference is hereby made to the financial statements giving the
effect of the Offer on a pro forma basis attached as Appendix A of Exhibit
(a)(1) hereto, which are incorporated herein by reference.
5
<PAGE>
Item 8. Additional Information.
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(a) Reference is hereby made to Section 10, "Certain Information About
the Partnership" and Section 12, "Transactions and Arrangements Concerning
Interests," of the Offer, which are incorporated herein by reference.
(b) None.
(c) Not applicable.
(d) None.
(e) Reference is hereby made to the Offer, the Letter of Transmittal
and related documents, forms of which are attached hereto as Exhibits
(a)(1)-(a)(5), and are incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
- ------------------------------------------
(a)(1) Form of Offer to Purchase dated December 7, 1998 (including
financial statements giving pro forma effect of the Offer).
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Affidavit and Indemnification Agreement for Missing
Certificate(s) of Ownership.
(a)(4) Form of Letter to Limited Partners.
(a)(5) Substitute Form W-9 with Guidelines.
(b) Not applicable.
(c) Reference is hereby made to the Amended and Restated Agreement
of Limited Partnership of NTS-Properties VII, Ltd., dated as
of February 11, 1988, previously filed with the Securities &
Exchange Commission as part of the Partnership's Registration
Statement on Form S-11, No. 33-14308, filed with the
Commission on May 11, 1987 and declared effective on October
29, 1987.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
6
<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 7, 1998 NTS-PROPERTIES VII, Ltd., a Florida limited
partnership
By: NTS-PROPERTIES ASSOCIATES VII
General Partner
By: /s/ J.D. Nichols
-------------------------
J.D. Nichols,
Its: Managing General Partner
ORIG, LLC, a Kentucky limited liability company
By: /s/ Richard L. Good
-------------------------
Richard L. Good,
Its: Managing Member
7
<PAGE>
EXHIBITS
Exhibit
Number Description
------ -----------
(a)(1) Form of Offer to Purchase, dated December 7, 1998
(including financial statements giving pro forma effect of
the Offer).*
(a)(2)* Form of Letter of Transmittal.
*(a)(3) Form of Affidavit and Indemnification Agreement for
Missing Certificate(s) of Ownership.*
(a)(4) Form of Letter to Limited Partners.*
(a)(5) Substitute Form W-9 with Guidelines.*
(b) Not applicable.
(c) Reference is hereby made to the Amended and Restated
Agreement of Limited Partnership of NTS-Properties VII,
Ltd., dated as of February 11, 1988, previously filed with
the Securities and Exchange Commission as part of the
Partnership's Registration Statement on Form S-11, No.
33-14308, filed with the Commission on May 11, 1987 and
declared effective on October 29, 1987.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
----------------
*Filed herein.
8
<PAGE>
Exhibit (a)(1)
Form of Offer to Purchase, dated December 7, 1998
<PAGE>
Offer to Purchase for Cash
by
NTS-Properties VII, Ltd.
and
ORIG, LLC
of Up to
20,000 Limited Partnership Interests
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, EASTERN STANDARD TIME, ON SATURDAY, MARCH 6, 1999, UNLESS EXTENDED.
NTS-Properties VII, Ltd. is a Florida limited partnership (the
"Partnership") that owns, or owns joint venture interests in, certain commercial
and residential rental real estate properties. See Section 10, "Certain
Information About the Partnership." Except as otherwise provided in the
Partnership Agreement (defined below), the Partnership's general partner,
NTS-Properties Associates VII (the "General Partner"), owns a one percent (1%)
interest in the Partnership and the limited partners, in the aggregate, own a
ninety-nine percent (99%) interest in the Partnership. The Partnership and ORIG,
LLC, a Kentucky limited liability company (the "Affiliate"), an affiliate of the
Partnership (the Affiliate and the Partnership are each an "Offeror" and
collectively, the "Offerors"), are offering to purchase for cash upon the terms
and conditions set forth in this Offer to Purchase ("Offer to Purchase") and the
related Letter of Transmittal ("Letter of Transmittal," which together with the
Offer to Purchase constitutes the "Offer") in the aggregate up to 20,000 of the
Partnership's limited partnership interests (the "Interests") at a price equal
to $6.00 per Interest (the "Purchase Price"). This Offer is being made to all
limited partners of the Partnership ("Limited Partners") and is generally not
conditioned upon any minimum amount of Interests being tendered, but is subject
to certain conditions described herein.
Limited Partners tendering all or any portion of their Interests are
subject to certain risks including:
o The Purchase Price of $6.00 per Interest may
not equate to the fair market value or the
liquidation value of the Interest, and is
less than the book value per Interest.
o Neither the General Partner, on behalf of
the Partnership, nor the Affiliate has
retained an independent third party to
evaluate the fairness of the Offer.
o Conflicts in establishing the Purchase Price
exist between tendering Limited Partners and
the Partnership, the General Partner and
non-tendering Limited Partners.
o Negative tax consequences may exist for any
Limited Partner tendering its Interests.
o The General Partner makes no recommendation
regarding whether Limited Partners should
tender or retain their Interests.
Limited Partners continuing to hold all or any portion of their
Interests are subject to certain risks including:
o The Partnership may not make future cash
distributions to Limited Partners.
o The percentage ownership of Interests held
by persons controlling, controlled by
or under common control with the General
Partner or its affiliates will increase as a
result of the Offer.
o The Partnership has no current plan to
liquidate its assets and to distribute the
proceeds to its Limited Partners.
o General economic risks are associated with
investments in real estate.
o The Partnership's financial condition may be
adversely affected by a downturn in
the business of any tenant occupying a
significant portion of a Partnership
property or a tenant's decision not to renew
its lease.
<PAGE>
See "RISK FACTORS."
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THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF INTERESTS BEING
TENDERED; PROVIDED, HOWEVER, NO TENDER WILL BE ACCEPTED FROM A LIMITED PARTNER
IF, AS A RESULT OF THE TENDER, THE LIMITED PARTNER WOULD CONTINUE TO BE A
LIMITED PARTNER AND WOULD HOLD FEWER THAN ONE HUNDRED (100) INTERESTS. THE OFFER
IS CONDITIONED UPON, AMONG OTHER THINGS, THE ABSENCE OF CERTAIN CONDITIONS
DESCRIBED IN SECTION 6, "CERTAIN CONDITIONS OF THE OFFER."
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IMPORTANT
Any Limited Partner wishing to tender all or any portion of his, her or
its Interests should complete and sign the enclosed Letter of Transmittal in
accordance with the instructions in the Offer to Purchase and Letter of
Transmittal and deliver it together with the Certificate(s) of Ownership for the
Interests being tendered (or if the Certificate(s) of Ownership for the
Interests is (are) lost, stolen, misplaced or destroyed, the Affidavit and
Indemnification Agreement for Missing Certificate(s) of Ownership executed by
the Limited Partner attesting to such fact), the Substitute Form W-9 and any
other required documents to the Partnership. A Limited Partner having Interests
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee must contact that broker, dealer, commercial bank, trust company
or other nominee if he, she or it desires to tender such Interests.
-----------------------------------------------------
Questions and requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal, or any other documents relating to
this Offer may be directed to NTS Investor Services c/o Gemisys at (800)
387-7454.
The date of this Offer to Purchase is December 7, 1998
2
<PAGE>
NEITHER THE OFFERORS NOR THE PARTNERSHIP'S GENERAL PARTNER MAKE ANY
RECOMMENDATION TO ANY LIMITED PARTNER REGARDING WHETHER TO TENDER OR REFRAIN
FROM TENDERING INTERESTS. EACH LIMITED PARTNER MUST MAKE HIS, HER OR ITS OWN
DECISION REGARDING WHETHER TO TENDER INTERESTS, AND, IF SO, THE PORTION OF SUCH
LIMITED PARTNER'S INTERESTS TO TENDER.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF
THE OFFERORS REGARDING WHETHER LIMITED PARTNERS SHOULD TENDER OR REFRAIN FROM
TENDERING INTERESTS PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER
THAN THOSE CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. ANY RECOMMENDATION
OR INFORMATION, IF GIVEN OR MADE, MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE OFFERORS OR THE GENERAL PARTNER.
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF SUCH
TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN
THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
3
<PAGE>
TABLE OF CONTENTS
INTRODUCTION...................................................................5
SUMMARY OF CERTAIN INFORMATION.................................................8
RISK FACTORS...................................................................9
THE OFFER.....................................................................12
Section 1. Background and Purposes of the Offer........................12
Section 2. Offer to Purchase and Purchase Price; Proration; Expiration
Date; Determination of Purchase Price.......................13
Section 3. Procedure for Tendering Interests...........................14
Section 4. Withdrawal Rights...........................................16
Section 5. Purchase of Interests; Payment of Purchase Price............16
Section 6. Certain Conditions of the Offer.............................16
Section 7. Cash Distribution Policy....................................19
Section 8. Effects of the Offer........................................19
Section 9. Source and Amount of Funds..................................20
Section 10. Certain Information About the Partnership...................20
Section 11. Certain Federal Income Tax Consequences.....................22
Section 12. Transactions and Arrangements Concerning Interests..........25
Section 13. Extensions of Tender Period; Terminations; Amendments.......25
Section 14. Fees and Expenses...........................................26
Section 15. Address; Miscellaneous......................................26
Appendix A The Partnership's Financial Statements Giving
Pro Forma Effect of the Offer...............................28
4
<PAGE>
To Holders of Limited Partnership Interests of
NTS-Properties VII, Ltd.
INTRODUCTION
NTS-Properties VII, Ltd. is a Maryland Florida limited partnership (the
"Partnership") that owns, or owns joint venture interests in, certain commercial
and residential rental real estate properties. See Section 10, "Certain
Information About the Partnership." Except as otherwise provided in the
Partnership Agreement (defined below), the Partnership's general partner,
NTS-Properties Associates VII (the "General Partner"), owns a one percent (1%)
interest in the Partnership and the limited partners own, in the aggregate, a
ninety-nine percent (99%) interest in the Partnership. The Partnership and ORIG,
LLC, a Kentucky limited liability company (the "Affiliate"), an affiliate of the
Partnership (the Partnership and the Affiliate are each an "Offeror" and,
collectively, the "Offerors"), hereby offer to purchase up to 20,000 of the
Partnership's limited partnership interests (the "Interests") at a purchase
price of $6.00 per Interest (the "Purchase Price") in cash to the seller upon
the terms and subject to the conditions set forth in this "Offer to Purchase"
and in the related "Letter of Transmittal" (together the "Offer to Purchase" and
"Letters of Transmittal" constitute the "Offer"). (As used herein, the term
"Interest" or "Interests," as the context requires, refers to the limited
partnership interests in the Partnership and portions thereof that constitute
the class of equity security that is the subject of this Offer or the limited
partnership interests or portions thereof that are tendered by the limited
partner to the Offerors pursuant to the Offer.) This Offer is being made to all
limited partners in the Partnership ("Limited Partners") and is generally not
conditioned upon any minimum amount of Interests being tendered, except as
described herein. The Interests are not traded on any established trading market
and are subject to certain restrictions on transferability set forth in the
Amended and Restated Agreement of Limited Partnership of NTS-Properties VII,
Ltd. dated February 11, 1988 (the "Partnership Agreement"). The Partnership or
the Affiliate, each in its sole discretion, may purchase more than 10,000
Interests, but neither has any current intention to do so.
The Purchase Price should not be viewed as equivalent to the fair
market value or the liquidation value of an Interest and is less than the book
value per Interest. As of September 30, 1998 and December 31, 1997, the book
value of each Interest was approximately $9.52 and $9.66, respectively. The
Purchase Price offered by the Offerors has been determined by the Partnership,
in its sole discretion, based on: (i) recent sales of Interests by Limited
Partners to third parties in secondary market transactions; (ii) recent
repurchases of interests by the Partnership; and (iii) recent purchases of
Interests by the Partnership's affiliate, Ocean Ridge Investments Ltd., a
Florida limited liability partnership ("Ocean Ridge"). Neither the Offerors nor
the General Partner has obtained an opinion from an independent third party
regarding the fairness of the Purchase Price.
Subject to the conditions setforth in the Offer, the Partnership will
purchase the first 10,000 Interests which are tendered and received by the
Partnership by, and not withdrawn prior to, 12:00 Midnight, Eastern Standard
Time, on Saturday, March 6, 1999, subject to any extension of the Offer by the
Offerors (the "Expiration Date"). If more than 10,000 Interests are tendered,
the Affiliate will purchase up to an additional 10,000 Interests which are
tendered and received by the Partnership by, and not withdrawn prior to, the
Expiration Date. If, on the Expiration Date, the Offerors determine that more
than 20,000 Interests have been tendered during the Offer, each Offeror may: (i)
accept the additional Interests permitted to be accepted pursuant to Rule
13e-4(f)(1) promulgated under the Securities Exchange Act of 1934 ("Exchange
Act"), as amended; or (ii) extend the Offer, if necessary, and increase the
amount of Interests that the Offeror is offering to purchase to an amount
5
<PAGE>
that the Offeror believes to be sufficient to accommodate the excess Interests
tendered as well as any Interests tendered during the extended Offer.
If the Offer is oversubscribed and the Offerors do not act in
accordance with (i) or (ii), above, or the Offerors act in accordance with (i)
and (ii), above, but the Offer remains oversubscribed, then the Offerors will
accept Interests tendered prior to or on the Expiration Date for payment on a
pro rata basis ("Proration"). In the event of Proration, the number of Interests
purchased from a Limited Partner will be equal to a fraction of the Interests
tendered, the numerator of which will be the total number of Interests the
Offerors are willing to purchase and the denominator of which will be the total
number of Interests properly tendered. Any fractional interests resulting from
this calculation will be rounded down to the nearest whole number. Fractions of
Interests will not be purchased. The Partnership will notify, in writing, all
Limited Partners from whom the Offerors will purchase fewer than the number of
Interests tendered by the Limited Partner. For any Interest tendered but not
purchased by the Offerors, a book entry will be made on the Partnership's books
to reflect the Limited Partner's ownership of the Interests not purchased. The
Partnership will not issue a new Certificate of Ownership for the Interests not
purchased by the Offerors, except upon written request of the Limited Partner.
The Offer is generally not conditioned upon any minimum number of
Interests being tendered. The Offer, however, is conditioned upon, among other
things, the absence of certain adverse conditions described in Section 6,
"Certain Conditions of the Offer." In particular, the Offer will not be
consummated, if in the opinion of the General Partner, there is a reasonable
likelihood that purchases under the Offer would result in termination of the
Partnership (as a partnership) under Section 708 of the Internal Revenue Code of
1986, as amended (the "Code") or termination of the Partnership's status as a
partnership for federal income tax purposes under Section 7704 of the Code.
Further, the Offerors will not purchase Interests if the purchase of Interests
would result in Interests being owned by fewer than three hundred (300) holders
of record. See Section 6, "Certain Conditions of the Offer."
All purchases of Interests pursuant to the Offer will be effective as
of the Expiration Date. Each Limited Partner who tenders Interests pursuant to
the Offer will receive the Purchase Price and cash distributions declared prior
to the Expiration Date, if any. Limited Partners will not be entitled to receive
cash distributions declared and payable after the Expiration Date, if any, on
any Interests tendered and accepted by the Offerors.
The tender of an Interest will be treated as a sale of the Interest
for federal and most state income tax purposes which will result in the Limited
Partner recognizing gain or loss for income tax purposes. Limited Partners are
urged to review carefully all the information contained in or referred to in
this Offer including, without limitation, the information presented herein in
Section 11, "Certain Federal Income Tax Consequences."
As of September 30, 1998, the General Partner owned five (5) of the
Partnership's outstanding Interests and the Affiliate did not own any of the
Partnership's outstanding Interests. All partners, members, affiliates and
associates of the General Partner or the Affiliate beneficially owned, in the
aggregate, 5,743 Interests, representing approximately 1.0% of the Partnership's
575,736 outstanding interests. Although the Offer is being made to all Limited
Partners, the Partnership has been advised that neither the General Partner nor
any of the partners, members, affiliates or associates of the General Partner or
the Affiliate intend to tender any Interests pursuant to the Offer. Assuming the
Offer is fully subscribed, the General Partner, the Affiliate, and partners,
6
<PAGE>
members, affiliates and associates of the General Partner or the Affiliate, will
own, after the Offer, in the aggregate, 20,743 Interests representing
approximately 3.6% of the Partnership's outstanding Interests.
7
<PAGE>
SUMMARY OF CERTAIN INFORMATION
------------------------------
The following is a summary of certain information contained elsewhere
in this Offer. The summary does not purport to be complete and is qualified in
its entirety by reference to the more detailed information contained elsewhere
in this Offer and related documents. Capitalized terms used but not defined in
this summary are defined elsewhere in this Offer. Limited Partners are urged to
read all documents constituting this Offer in their entirety.
Offerors The Partnership, a Florida limited
partnership, and the Affiliate, a
Kentucky limited liability company,
invite all of the Partnership's
Limited Partners to tender their
Interests upon the terms and subject
to the conditions set forth in this Offer.
Purchase Price $6.00 per Interest in cash.
Expiration Date The Offer expires on Saturday, March 6, 1999 at 12:00
Midnight, Eastern Standard Time unless the Offer is
otherwise extended by the Offerors in accordance with the
provisions set forth herein. ALL INTERESTS BEING
TENDERED MUST BE RECEIVED BY THE
PARTNERSHIP AT THE ADDRESS SET FORTH IN
SECTION 15, "ADDRESS; MISCELLANEOUS," ON OR
BEFORE THE EXPIRATION DATE.
Offer Conditions The Offerors will purchase in the aggregate up to 20,000
Interests. The first 10,000 Interests tendered will be
purchased by the Partnership; up to an additional 10,000
Interests tendered will be purchased by the Affiliate.
If the Offer is oversubscribed, first the Partnership may
purchase additional Interests, and then the Affiliate may
purchase additional Interests, each in its sole
discretion. If the Offer remains oversubscribed,
Interests will be purchased on a pro rata basis.
This Offer is being made to all Limited Partners
and is not conditioned upon a minimum amount of Interests
being tendered; provided however, no tender will be
accepted from a Limited Partner if, as a result of the
tender, the Limited Partner would continue to be a
Limited Partner and would hold fewer than one hundred
(100) Interests. The Offer is subject to certain terms
and conditions set forth in the Offer.
8
<PAGE>
RISK FACTORS
------------
Limited Partners Tendering All or Any Portion of Their Interests Are
---------------------------------------------------------------------
Subject to Certain Risks:
- -------------------------
Purchase Price May Be Less Than Fair Market Value and Liquidation
----------------------------------------------------------------------
Value Per Interest and Is Less Than Book Value. The Interests are not traded on
- -----------------------------------------------
a recognized stock exchange or trading market and a readily identifiable, liquid
market for the Interests does not exist. The Offerors are aware of certain
secondary market transactions by which Interests were transferred at prices
ranging from $4.95 to $7.10 per Interest (including commissions and other
mark-ups) by Limited Partners to third parties during the period from January 1,
1997 to April 30, 1998. Additionally, the Partnership and its affiliate, Ocean
Ridge, have purchased 68,267 Interests during the period from March 1, 1995 to
September 10, 1998 at prices ranging from $4.00 to $6.00 per Interest. As of
September 30, 1998 and December 31, 1997, the book value of each Interest was
approximately $9.52 and $9.66, respectively. Neither these secondary market
transactions nor the Purchase Price necessarily reflects the value that Limited
Partners would realize from holding the Interests until termination or
liquidation of the Partnership, which could result in greater or lesser value.
The Offerors have not obtained an opinion from an independent third party
regarding the fairness of the Purchase Price. Furthermore, the Offerors did not
obtain an appraisal of the Partnership's assets in establishing the Purchase
Price.
Negative Tax Consequences May Exist for Any Limited Partner Tendering
-----------------------------------------------------------------------
Interests. Limited Partners tendering and selling Interests pursuant to this
- ----------
Offer generally will recognize a gain or loss on the tender of his, her or its
Interests for federal and most state income tax purposes. The amount of gain or
loss realized will be, in general, the excess of the Purchase Price minus the
Limited Partner's adjusted tax basis in the Interests sold. Generally, the sale
of Interests held by a Limited Partner for more than twelve (12) months will
result in long-term capital gain or loss. Due to the complexity of tax issues,
Limited Partners are advised to consult their tax advisors with respect to their
individual tax situations before tendering their Interests pursuant to the
Offer. See Section 11, "Certain Federal Income Tax Consequences."
Conflict of Interest. A conflict of interest exists between Limited
---------------------
Partners who are tendering their Interests and the Partnership, the General
Partner and non-tendering Limited Partners. Tendering Limited Partners would
prefer a higher Purchase Price; the Partnership, the General Partner and
non-tendering Limited Partners would prefer a lower Purchase Price.
General Partner Makes No Recommendation to Limited Partners. The
General Partner makes no recommendation regarding whether Limited Partners
should tender or retain their Interests. Limited Partners should make their own
decisions regarding whether to tender their Interests based upon their own
individual situation.
Limited Partners Who Do Not Tender All or Any Portion of Their
-----------------------------------------------------------------------
Interests Are Subject to Certain Risks:
- ---------------------------------------
The Partnership May Not Make Future Cash Distributions. The amount of
--------------------------------------------------------
funds required by the Partnership to fund the Offer is estimated to be
approximately $78,000 ($60,000 to purchase 10,000 Interests plus approximately
$18,000 for its proportionate share of the expenses associated with
administering the Offer; the expenses of the Offer will be apportioned between
the Offerors based on the number of Interests purchased by each Offeror). The
Partnership intends to fund these
9
<PAGE>
monies from its cash reserves. The use of the Partnership's cash reserves
to fund the Offer will have the effect of: (i) reducing the existing cash
available for future needs or contingencies and (ii) reducing or eliminating the
interest income that the Partnership earns on its cash reserves. There can be no
assurance that the Partnership will be able to fund its future needs or
contingencies, which may have a material adverse effect on the Partnership's
business or financial condition.
Increased Voting Control by Affiliates of the Partnership. If the Offer
----------------------------------------------------------
is fully subscribed, the percentage ownership of Interests held by persons
controlling, controlled by or under common control with the Partnership will
increase. As of September 30, 1998, the General Partner owned five (5) and the
Affiliate did not own any of the Partnership's outstanding Interests. The
General Partner and all Partners, members, affiliates and associates of the
General Partner or the Affiliate beneficially owned, in the aggregate, 5,743
Interests, representing approximately 1.0% of the Partnership's 575,736
outstanding Interests. Although this Offer is made to all Limited Partners, the
Partnership has been advised that neither the General Parnter nor any of the
partners, members, affiliates or associates of the General Partner or the
Affiliate intend to tender any Interests pursuant to the Offer. Assuming the
Offer is fully subscribed, the General Partner, the Affiliate, and partners,
members, affiliates and associates of the General Partner or the Affiliate, will
own, after the Offer, in the aggregate, 20,743 Interests representing
approximately 3.6% of the outstanding Interests, an increase of 2.6%. In
addition, other persons controlling, controlled by or under common control with
the Partnership, by virtue of the decreased number of outstanding Interests,
will have a greater percentage of the outstanding Interests. The increase in
ownership of Interests will enable these entities or individuals to have a
greater influence on certain matters voted on by Limited Partners, including
removal of the General Partner and termination of the Partnership.
Partnership Has No Current Plans to Liquidate. The Partnership has no
-----------------------------------------------
current plan to liquidate its assets and to distribute the proceeds to its
Limited Partners nor does the Partnership contemplate resuming distributions to
the Limited Partners. Therefore, Limited Partners who do not tender their
Interests may not be able to realize any return on or of their investment in the
foreseeable future.
Reliance on Certain Tenants. The Partnership's financial condition and
----------------------------
ability to fund future cash needs including its ability to make future cash
distributions, if any, may be adversely affected by the bankruptcy, insolvency
or a downturn in business of any tenant occupying a significant portion of any
Partnership property or by a tenant's decision not to renew its lease. Failure
to release the space vacated by significant tenants on a timely basis and on
terms and conditions acceptable to the Partnership could have a material
adverse effect on the Partnership's results of operation and financial
condition.
General Economic Risks Associated with Investments in Real Estate. All
------------------------------------------------------------------
real property investments are subject to some degree of risk. Generally, equity
investments in real estate are illiquid and, therefore, the Partnership's
ability to promptly vary its portfolio in response to changing economic,
financial and investment conditions is limited. Real estate investments are also
subject to changes in economic conditions as well as other factors affecting
real estate values, including: (i) possible federal, state or local regulations
and controls affecting rents, prices of goods, fuel and energy consumption and
prices, water and environmental restrictions; (ii) increased labor and material
costs; and (iii) the attractiveness of the property to tenants in the
neighborhood. For a detailed discussion of the risks associated with investment
in real estate, refer to the "Risk Factors" set forth in the Partnership's
prospectus dated October 29, 1987.
10
<PAGE>
THE OFFER
Section 1. Background and Purposes of the Offer. The purpose of the
Offer is to provide Limited Partners who desire to liquidate their investment in
the Partnership with a method for doing so. With the exception of isolated
transactions, no established secondary trading market for the Interests exists
and pursuant to the Partnership Agreement, transfers of Interests are subject to
certain restrictions including the prior approval of the General Partner. The
General Partner believes that there are certain Limited Partners who desire
immediate liquidity, while other Limited Partners may not need or desire
liquidity and would prefer the opportunity to retain their Interests. The
General Partner believes that the Limited Partners should be entitled to make a
choice between immediate liquidity and continued ownership and, thus, believes
that the Offer being made hereby accommodates the differing goals of both groups
of Limited Partners.
Those Limited Partners who tender their Interests pursuant to the Offer
are, in effect, exchanging certainty and liquidity for the potentially higher
return of continued ownership of their Interests. The continued ownership of
Interests, however, entails the risk of loss of all or a portion of the Limited
Partner's investment. See "Risk Factors."
Neither the Offerors nor the General Partner has any current plans or
proposals that relate to or would result in: (i) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Partnership; (ii) a sale or transfer of a material amount of assets of the
Partnership; (iii) any change in the identity of the General Partner or in the
management of the Partnership, including, but not limited to, any plans or
proposals to change the number or term of the General Partner(s), to fill any
existing vacancy for the General Partner, or to change any material term of the
management agreement between the General Partner and the Partnership; (iv) any
material change in the present distribution policy, indebtedness or
capitalization of the Partnership; (v) any other material change in the
structure or business of the Partnership; or (vi) any change in the Partnership
Agreement or other actions that may impede the acquisition of control of the
Partnership by any person. The General Partner, however, may explore and pursue
any of these options in the future.
The purchase of Interests pursuant to the Offer will have the effect of
increasing the proportionate interest in the Partnership of Limited Partners
(including affiliates of the General Partner that own Interests) who do not
tender their Interests or tender only a portion of their Interests. Limited
Partners retaining their Interests may be subject to increased risks including
but not limited to: (1) reduction in the Partnership's cash reserves, which may
impact the Partnership's ability to fund its future cash requirements, thus
having a material adverse effect on the Partnership's financial condition; and
(2) increased voting control by the affiliates of the General Partner (including
the Affiliate) and members of the affiliates. See "Risk Factors." Interests that
are tendered to the Partnership in connection with this Offer will be retired,
although the Partnership may issue new interests from time to time in compliance
with the federal and state securities laws or any exemptions therefrom.
Interests purchased by the Affiliate will be held by the Affiliate. Neither the
Partnership nor the General Partner has plans to offer for sale any other
additional interests, but each reserves the right to do so in the future.
The General Partner intends to consider the desirability of the
Partnership making future tender offers to purchase interests following
completion of the Offer, but is not required to make any future offers. Although
the Partnership and its affiliates have from time to time purchased interests,
11
<PAGE>
this is the first tender offer made by the Partnership or the Affiliate for
interests. See Section 2, "Offer to Purchase and Purchase Price; Expiration
Date; Determination of Purchase Price."
Section 2. Offer to Purchase and Purchase Price; Proration;
Expiration Date; Determination of Purchase Price.
Offer to Purchase and Purchase Price. The Offerors will, upon the terms
-------------------------------------
and subject to the conditions of the Offer, described below, purchase in the
aggregate up to 20,000 Interests that are properly tendered by, and not
withdrawn prior to, the Expiration Date at a price equal to $6.00 per Interest;
provided however, that no tender will be accepted from a Limited Partner if, as
a result of the tender, the Limited Partner would continue to be a Limited
Partner and would hold fewer than one hundred (100) Interests. The Partnership
will purchase the first 10,000 Interests which are tendered and received by the
Partnership by, and not withdrawn prior to, the Expiration Date. If more than
10,000 Interests are tendered and received by the Partnership as a result of
this Offer, the Affiliate will purchase up to an additional 10,000 Interests
which are tendered by, and not withdrawn prior to, the Expiration Date.
If, on the Expiration Date, the Offerors determine that more than
20,000 Interests have been tendered during the Offer, each Offeror may: (i)
accept the additional Interests permitted to be accepted pursuant to Rule
13e-4(f)(1) promulgated under the Exchange Act, as amended; or (ii) extend the
Offer, if necessary, and increase the amount of Interests that the Offeror is
offering to purchase to an amount that the Offeror believes to be sufficient to
accommodate the excess Interests tendered as well as any Interests tendered
during the extended Offer.
Proration. If the Offer is oversubscribed and the Offerors do not act
----------
in accordance with (i) or (ii), above, or if the Offerors act in accordance with
(i) and (ii), above, but the Offer remains oversubscribed, then the Offerors
will accept Interests tendered prior to or on the Expiration Date for payment on
a pro rata basis. In the event of Proration, the number of Interests purchased
from a Limited Partner will be equal to a fraction of the Interests tendered,
the numerator of which will be the total number of Interests the Offerors are
willing to purchase and the denominator of which will be the total number of
Interests properly tendered.
Any fractional interests resulting from this calculation will be
rounded down to the nearest whole number. Fractions of Interests will not be
purchased. The Partnership will notify, in writing, all Limited Partners from
whom the Offerors will purchase fewer than the number of Interests tendered by
the Limited Partner. For any Interest tendered but not purchased by the
Offerors, a book entry will be made on the Partnership's books to reflect the
Limited Partner's ownership of the Interests not purchased. The Partnership will
not issue a new Certificate of Ownership for Interests not purchased by the
Offerors, except upon written request of the Limited Partner.
THIS OFFER IS NOT CONDITIONED UPON ANY MINIMUM AMOUNT OF INTERESTS
BEING TENDERED; PROVIDED, HOWEVER, NO TENDER WILL BE ACCEPTED FROM A LIMITED
PARTNER IF, AS A RESULT OF THE TENDER, THE LIMITED PARTNER WOULD CONTINUE TO BE
A LIMITED PARTNER AND WOULD HOLD FEWER THAN ONE HUNDRED (100) INTERESTS.
Expiration Date. The term "Expiration Date" means 12:00 Midnight,
-----------------
Eastern Standard Time, on Saturday, March 6, 1999, unless and until the Offerors
extend the period of time for which the Offer is open, in which event
"Expiration Date" will mean the latest time and date at which the Offer,
12
<PAGE>
as extended by the Offerors, expires. The Partnership may extend the Offer, in
its sole discretion, by providing the Limited Partners with written notice of
the extension; provided, however, that if the Offer is oversubscribed, the
Partnership or the Affiliate may, each in its sole discretion, extend the Offer
by providing the Limited Partners with written notice of the extension. For a
description of how the Offer may be extended or terminated, see Section 13,
"Extensions of Tender Period; Terminations; Amendments."
Determination of Purchase Price. The Purchase Price represents the
----------------------------------
price at which the Offerors are willing to purchase Interests. No Limited
Partner approval is required or was sought regarding the determination of the
Purchase Price. No special committee of the Partnership, the Affiliate or the
Limited Partners has approved this Offer and no special committee or independent
person has been retained to act on behalf of the Partnership or the Affiliate.
Neither the Offerors nor the General Partner has obtained an opinion from an
independent third party regarding the fairness of the Purchase Price.
The Purchase Price offered by the Offerors was determined by the
Partnership in its sole discretion based on: (i) the value of recent sales
of Interests by Limited Partners to third parties in secondary market
transactions; (ii) the value of recent repurchases of interests by the
Partnership; and (iii) the value of recent purchases of Interests by Ocean
Ridge. The General Partner is aware of certain sales of Interests made at prices
ranging from $4.95 to $7.10 per Interest (including commissions and other
mark-ups) by certain Limited Partners to third parties during the period from
January 1, 1997 to April 30, 1998. The Partnership has repurchased interests,
and Ocean Ridge has also purchased, Interests in secondary market transactions
at prices ranging from $4.00 to $6.00 per Interest during the period from March
1, 1995 to September 30, 1998. The information regarding transactions between
Limited Partners and third parties is based on the General Partner's knowledge
and may not reflect all transactions that have taken place during the time
periods set forth above. As of September 30, 1998 and December 31, 1997, the
book value of each Interest was approximately $9.52 and $9.66, respectively.
In determining the Purchase Price, the Partnership did not consider the
liquidation value per Interest, the book value per Interest and did not appraise
the value of its assets.
Section 3. Procedure for Tendering Interests. Limited Partners that
wish to tender Interests pursuant to this Offer must submit a properly completed
and duly executed Letter of Transmittal and Substitute Form W-9, together with
the Certificate(s) of Ownership for the Interests being tendered or if the
Certificate(s) of Ownership for the Interests is(are) lost, stolen, misplaced or
destroyed, the Affidavit and Indemnification Agreement for Missing
Certificate(s) of Ownership executed by the Limited Partner attesting to such
fact (the "Affidavit"), and any other required documents, to NTS Investor
Services c/o Gemisys at the address listed in Section 15, "Address;
Miscellaneous." THE LETTER OF TRANSMITTAL, SUBSTITUTE FORM W-9, AND
CERTIFICATE(S) OF OWNERSHIP FOR THE INTERESTS BEING TENDERED (OR AFFIDAVIT, IF
APPLICABLE) AND ANY OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE PARTNERSHIP
ON OR BEFORE THE EXPIRATION DATE. NEITHER THE PARTNERSHIP NOR THE AFFILIATE WILL
ACCEPT INTERESTS RECEIVED BY THE PARTNERSHIP AFTER THE EXPIRATION DATE.
Method of Delivery. LIMITED PARTNERS ASSUME ANY RISK ASSOCIATED WITH
-------------------
THE METHOD FOR DELIVERING THE LETTER OF TRANSMITTAL, SUBSTITUTE FORM W-9 AND
CERTIFICATE(S) OF OWNERSHIP FOR THE INTERESTS (OR THE AFFIDAVIT).
13
<PAGE>
THE PARTNERSHIP RECOMMENDS THAT LIMITED PARTNERS SUBMIT ALL DOCUMENTS VIA
REGISTERED MAIL RETURN RECEIPT REQUESTED AND PROPERLY INSURED OR BY AN OVERNIGHT
COURIER SERVICE. LIMITED PARTNERS MAY CONFIRM RECEIPT OF A LETTER OF TRANSMITTAL
BY CONTACTING NTS INVESTOR SERVICES C/O GEMISYS AT THE ADDRESS AND TELEPHONE
NUMBER LISTED IN SECTION 15,"ADDRESS; MISCELLANEOUS."
Determination of Validity. All questions regarding the validity, form,
--------------------------
eligibility (including time of receipt) and acceptance for payment of any
Interests will be determined by the Partnership, in its sole discretion.
Notwithstanding the foregoing, if the Offer is oversubscribed, the Partnership
and the Affiliate may each decide to purchase Interests in excess of the initial
20,000 Interests. In that case, all questions regarding the validity, form or
eligibility (including time of receipt) and acceptance for payment of any
additional Interests purchased by either the Partnership or the Affiliate will
be determined by each respective party, in its sole discretion. Each
determination, whether made by the Partnership or the Affiliate, will be final
and binding. The Partnership or the Affiliate, if applicable, has the absolute
right to waive any of the conditions of the Offer or any defect or irregularity
in any tender, or in the related transmittal documents. Unless waived, any
defects or irregularities must be cured within the time period established by
the Partnership or the Affiliate. In any event, tenders will not be deemed to
have been made until all defects or irregularities have been cured or waived.
The Offerors are neither under any duty nor will they incur any liability for
failure to notify any tendering Limited Partner of any defects, irregularities
or rejections contained in the tenders.
Section 10(b) of the Securities Exchange Act of 1934 (the "Exchange
Act") and Rule 14e-4 promulgated thereunder require that a person tendering
Interests on his, her or its behalf, must own the Interests tendered. Section
10(b) and Rule 14e-4 provide a similar restriction applicable to the tender or
guarantee of a tender on behalf of another person.
The tender of Interests pursuant to any of the procedures described
herein constitutes acceptance by the tendering Limited Partner of the terms and
conditions of the Offer, including a representation and warranty that (i) the
tendering Limited Partner owns the Interests being tendered within the meaning
of Rule 14e-4; and (ii) the tender complies with Rule 14e-4.
Section 4. Withdrawal Rights. Any Limited Partner tendering Interests
pursuant to this Offer may withdraw the tender at any time prior to the
Expiration Date. For a withdrawal to be effective, it must be in writing and
received by NTS Investor Services c/o Gemisys via mail or facsimile at the
address or facsimile number set forth in the Section 15, "Address;
Miscellaneous" on or before the Expiration Date. Any notice of withdrawal must
specify the name of the person withdrawing the tender and the amount of
Interests previously tendered that are being withdrawn.
All questions as to form and validity of the notice of withdrawal will
be determined by the Partnership, in its sole discretion. If the Offer is
oversubscribed, all questions as to form and validity of the notice of
withdrawal will be determined by the Partnership or the Affiliate, each in its
sole discretion, for any Interests purchased by the Partnership or the
Affiliate, as the case may be, in excess of the initial 20,000 Interests. All
determinations made by the Partnership or the Affiliate will be final and
binding. Interests properly withdrawn will not thereafter be deemed to be
tendered for purposes of the Offer. However, withdrawn Interests may be
retendered by following the procedures set forth in Section 3, "Procedure for
Tendering of Interests" prior to the Expiration Date. Tenders
14
<PAGE>
made pursuant to the Offer which are not otherwise withdrawn in accordance with
this Section 4 "Withdrawal Rights," will be irrevocable.
Section 5. Purchase of Interests; Payment of Purchase Price. Upon the terms
and subject to the conditions of the Offer, the Offerors will pay $6.00 per
Interest to each Limited Partner properly tendering its Interests. The Purchase
Price will be paid in the form of a check from the purchasing Offeror to each
Limited Partner. All monies due to each Limited Partner will be delivered to the
Limited Partner by first class U.S. Mail deposited in the mailbox within five
(5) business days after the Expiration Date. Under no circumstances will
interest be paid on the Purchase Price to be paid by the Offerors for Interests
tendered, regardless of any extension of the Offer or any delay in making
payment. In the event of Proration as set forth in Section 2, "Offer to Purchase
and Purchase Price; Proration; Expiration Date; Determination of Purchase
Price," the Offerors may not be able to determine the proration factor and pay
for those Interests that have been accepted for payment, and for which payment
is otherwise due, until approximately five (5) business days after the
Expiration Date.
Interests will be deemed purchased at the time of acceptance by the
Offerors but in no event earlier than the Expiration Date. Interests purchased
by the Partnership will be retired, although the Partnership may issue new
interests from time to time in compliance with the registration requirements of
federal and state securities laws or exemptions therefrom.
Interests purchased by the Affiliate will be held by the Affiliate.
Neither the Partnership nor the General Partner has plans to offer for sale any
other additional interests, but each reserves the right to do so in the future.
Section 6. Certain Conditions of the Offer.
Notwithstanding any other provision of this Offer, the Offerors will
not be required to purchase or pay for any Interests tendered and may terminate
the Offer as provided in Section 13, "Extensions of Tender Period; Terminations;
Amendments" or may postpone the purchase of, or payment for, Interests tendered
if any of the following events occur prior to the Expiration Date:
(a) there is a reasonable likelihood that consummation of the
Offer would result in the termination of the Partnership (as a
partnership) under Section 708 of the Code;
(b) there is a reasonable likelihood that consummation of the
Offer would result in termination of the Partnership's status as a
partnership for federal income tax purposes under Section 7704 of the
Code;
(c) as a result of the Offer, there would be fewer than three
hundred (300) holders of record, pursuant to Rule 13e-3 promulgated under the
Exchange Act;
(d) there shall have been instituted or threatened or shall be
pending any action or proceeding before or by any court or
governmental, regulatory or administrative agency or instrumentality,
or by any other person, which: (i) challenges the making of the Offer
or the acquisition by the Partnership or the Affiliate of Interests
pursuant to the Offer or otherwise directly or indirectly relates to
the Offer; or (ii) in the Partnership's sole judgment (determined
within five (5) business days prior to the Expiration Date), could
materially affect the business, condition (financial or other), income,
operations or prospects of the
15
<PAGE>
Partnership, taken as a whole, or otherwise materially impair in any
way the contemplated future conduct of the business of the Partnership,
or materially impair the Offer's contemplated benefits to the
Partnership;
(e) there shall have been any action threatened or taken, or
approval withheld, or any statute, rule or regulation proposed, sought,
promulgated, enacted, entered, amended, enforced or deemed to be
applicable to the Offer or the Partnership or the Affiliate, by any
government or governmental, regulatory or administrative authority or
agency or tribunal, domestic or foreign, which, in the Offerors' sole
judgment, would or might directly or indirectly:
(i) delay or restrict the ability of the Partnership
or the Affiliate, or render the Partnership or the Affiliate
unable, to accept for payment or pay for some or all of the
Interests;
(ii) materially affect the business, condition
(financial or other), income, operations, or prospects of the
Partnership or the Affiliate, taken as a whole, or otherwise
materially impair in any way the contemplated future conduct
of the business of the Partnership or the Affiliate;
(f) there shall have occurred:
(i) the declaration of any banking moratorium or
suspension of payment in respect of banks in the United
States;
(ii) any general suspension of trading in, or
limitation on prices for, securities on any United States
national securities exchange or in the over-the-counter
market;
(iii) the commencement of war, armed hostilities or
any other national or international crises directly or
indirectly involving the United States;
(iv) any limitation (whether or not mandatory) by any
governmental, regulatory or administrative agency or authority
on, or any event which, in the Offerors' sole judgment, might
affect, the extension of credit by banks or other lending
institutions in the United States;
(v) (A) any significant change, in the Offerors' sole
judgment, in the general level of market prices of equity
securities or securities convertible into or exchangeable for
equity securities in the United States or abroad or (B) any
change in the general political, market, economic, or
financial conditions in the United States or abroad that (1)
could have a material adverse effect on the business condition
(financial or other), income, operations or prospects of the
Partnership, or (2) in the sole judgment of the Offerors,
makes it inadvisable to proceed with the Offer; or
(vi) in the case of the foregoing existing at the
time of the commencement of the Offer, in the Offerors' sole
judgment, a material acceleration or worsening thereof;
16
<PAGE>
(g) any change shall occur or be threatened in the business,
condition (financial or otherwise), or operations of the Partnership,
that, in the Partnership's sole judgment, is or may be material to the
Partnership;
(h) a tender or exchange offer for any or all of the Interests
of the Partnership, or any merger, business combination or other
similar transaction with or involving the Partnership, shall have been
proposed, announced or made by any person;
(i) (i) any entity, "group" (as that term is used in Section
13(d)(3) of the Exchange Act) or person (other than entities, groups or
persons, if any, who have filed with the Commission on or before
December 7, 1998 a Schedule 13G or a Schedule 13D with respect to any
of the Interests) shall have acquired or proposed to acquire beneficial
ownership of more than 5% of the outstanding Interests; or (ii) such
entity, group, or person that has publicly disclosed any such
beneficial ownership of more than 5% of the Interests prior to such
date shall have acquired, or proposed to acquire, beneficial ownership
of additional Interests constituting more than 2% of the outstanding
Interests or shall have been granted any option or right to acquire
beneficial ownership of more than 2% of the outstanding Interests; or
(iii) any person or group shall have filed a Notification and Report
Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or
made a public announcement reflecting an intent to acquire the
Partnership or its assets; or
(j) the General Partner determines that it is not in best
interest of the Partnership to purchase Interests pursuant to the
Offer;
which, in the sole judgment of the Offerors, in any such case and regardless of
the circumstances (including any action of the Partnership or the Affiliate)
giving rise to such event, makes it inadvisable to proceed with the Offer or
with such purchase or payment. The foregoing conditions are for the sole benefit
of the Partnership and the Affiliate and may be asserted by the Partnership or
the Affiliate on their respective behalf regardless of the circumstances giving
rise to any such condition (including any action or inaction by the Partnership
or the Affiliate) or may be waived by the Partnership or the Affiliate in whole
or in part. The Offerors' failure at any time to exercise any of the foregoing
rights shall not be deemed a waiver of any such right and each such right shall
be deemed an ongoing right which may be asserted at any time and from time to
time. Any determination by the Partnership or the Affiliate concerning the
events described in this Section 6, "Certain Conditions of the Offer" shall be
final and binding on all parties. As of the date hereof, the Offerors believe
that neither paragraph (a) nor paragraph (b) of this Section 6,"Certain
Conditions of the Offer" will prohibit the consummation of the Offer.
Section 7. Cash Distribution Policy.
The Partnership commenced operations in October, 1987 and anticipated
providing Limited Partners with 8% non-cumulative distributions. A two percent
(2%) cash distribution has been paid on each Interest in every calendar quarter,
beginning with the quarter ended June 30, 1988. The Partnership intends to make
future cash distributions, although it is not obligated to do so. Limited
Partners that tender the Interests pursuant to the Offer will not be entitled to
receive any cash distributions made, if any, after the Expiration Date, on any
Interests which are tendered and accepted by the Offerors. There can be no
assurance that the Partnership will make any distributions in the future to
Limited Partners who continue to own Interests following completion of the
Offer. See Section 10, "Certain Information About the Partnership."
17
<PAGE>
Section 8. Effects of the Offer.
In addition to the effects of the Offer on tendering and non-tendering
Limited Partners and upon the General Partner as set forth in the "Risk Factors"
of this Offer to Purchase, the Offer will affect the Partnership in several
other respects:
The Partnership will use some or all of its existing cash reserves to
purchase Interests. The use of the Partnership's cash reserve will have the
effect of: (i) reducing the cash available to fund future needs and
contingencies or to make future distributions; and (ii) reducing or eliminating
the Partnership's present interest income earned on such cash reserves.
Financial statements giving pro forma effect of the Offer, assuming the purchase
by the Partnership of 10,000 Interests at $6.00 per Interest, are attached
hereto as Appendix A.
Upon completion of the Offer, the Offerors may consider purchasing any
interests not purchased in the Offer. Any such purchases may be on the same
terms as the terms of this Offer or on terms which are more favorable or less
favorable to Limited Partners than the terms of this Offer. Rule 13e-4
promulgated under the Exchange Act prohibits the Offerors from purchasing any
Interests, other than pursuant to the Offer, until at least ten (10) business
days after the Expiration Date. Any possible future purchases by the Partnership
will depend on many factors, including but not limited to, the market price of
Interests, the results of the Offer, the Partnership's business and financial
position and general economic market conditions.
Section 9. Source and Amount of Funds. The total amount of funds required
to complete this Offer is approximately $156,000 (including $120,000 to purchase
20,000 Interests plus approximately $36,000 for expenses related to
administering the Offer). The Partnership expects to fund monies required to
complete its purchases and to pay its portion of expenses (approximately $60,000
to purchase 10,000 Interests and approximately $18,000 for its proportionate
share of expenses related to administering the Offer; the expenses of the Offer
will be apportioned between the Offerors based on the number of Interests
purchased by each Offeror) from its cash reserves. As of December 31, 1997 and
September 30, 1998 the Partnership had unrestricted cash and cash equivalents
equal to $164,714 and $518,825, respectively. If the Offer is oversubscribed and
the Partnership, in its sole discretion, decides to purchase Interests in excess
of 10,000 Interests, the Partnership will fund these additional purchases and
expenses, if any, from its cash reserves.
The Affiliate expects to fund monies required to complete its purchases
and to pay its portion of expenses (approximately $60,000 to purchase 10,000
Interests and approximately $18,000 for its proportionate share of expenses
related to administering the Offer; the expenses of the Offer will be
apportioned between the Offerors based on the number of Interests purchased by
each Offeror) from cash contributions to be made to the Affiliate by its
members. If the Offer is oversubscribed and the Affiliate, in its sole
discretion, decides to purchase Interests in excess of 10,000 Interests, the
Affiliate will fund these additional purchases and expenses, if any, from these
cash contributions.
Section 10. Certain Information About the Partnership
Certain Information About the Partnership. The Partnership was formed
-------------------------------------------
in February, 1988 under the laws of the State of Florida. The general partner is
NTS-Properties Associates VII, a Kentucky limited partnership. Except as
otherwise provided in the Partnership Agreement, NTS-
18
<PAGE>
Properties Associates VII owns a one percent (1%) interest in the Partnership
and the limited partners own a ninety-nine percent (99%) interest in the
Partnership.
The Partnership owns the following properties and joint venture interests:
- The Park at the Willows, a 48-unit luxury apartment complex
located on a 2.8 acre tract in Louisville, Kentucky, acquired
complete by the Partnership. The occupancy level of the apartment
complex at September 30, 1998 was 88%.
- Park Place Apartments Phase II, a 132-unit luxury apartment
complex located on an 11 acre tract in Lexington, Kentucky,
constructed by the Partnership. The occupancy level of the
apartment complex at September 30, 1998 was 86%.
- A joint venture interest in Blankenbaker Business Center 1A, a
business center with approximately 50,000 net rentable ground
floor square feet and approximately 50,000 net rentable mezzanine
square feet located in Louisville, Kentucky, acquired complete by
the joint venture between the Partnership and NTS-Properties Plus
Ltd., an affiliate of the General Partner of the Partnership. The
Joint Venture Agreement was amended to admit NTS-Properties IV.,
Ltd., an affiliate of the General Partner of the Partnership,
("NTS-Properties IV") during 1994. The Partnership's percentage
interest in the joint venture was 31% at June 30, 1998. The
occupancy level at Blankenbaker Business Center 1A at September
30, 1998 was 100%.
The Partnership has a fee title interest in each of the properties that
it owns. The joint venture in which the Partnership is a partner has a fee title
interest in the property that it owns. In the opinion of the Partnership's
management, the properties are adequately covered by insurance.
A wholly-owned subsidiary of The Prudential Insurance Company of
America (Prudential Service Bureau, Inc.) has leased 100% of Blankenship
Business Center 1A through July 2005. In addition to monthly rental payments,
Prudential Service Bureau, Inc. is obligated to pay substantially all of the
operating expenses attributable to its space. Blankenship Business Center 1A's
rental and other income remained fairly constant for the nine months ended
September 30, 1998 compared to the nine months ended September 30, 1997.
If present trends continue, the Partnership will be able to continue at
its current level of operations without the need of any additional financing.
Current occupancy levels are considered adequate to continue the operations of
the Partnership's properties.
As of September 30, 1998, other than the planned renovation of the
clubhouse at the Park Place apartment community, the Partnership had no material
commitments for renovations or capital improvements.
The Partnership is presently principally engaged in the leasing and
management of a commercial business center and residential apartment complexes.
A presentation of information concerning industry segments is not applicable.
The current business of the Partnership is consistent with the original
purpose of the Partnership which was to acquire, directly or by joint venture,
unimproved or partially improved land, to construct and otherwise develop
thereon apartment complexes or commercial properties, and
19
<PAGE>
to own and operate the completed properties. The original purpose also
includes the ability of the Partnership to invest in fully improved properties,
either directly or by joint venture. The Partnership's properties are in a
condition suitable for their intended use.
The Partnership intends to hold the Properties until such time as sale
or other disposition appears to be advantageous with a view to achieving the
Partnership's investment objectives or it appears that such objectives will not
be met. In deciding whether to sell a Property, the Partnership will consider
factors such as potential capital appreciation, cash flow and federal income tax
considerations, including possible adverse federal income tax consequences to
the Limited Partners. The General Partner of the Partnership is currently
exploring the marketability of certain of its properties, and has not yet
determined if any of the properties might be sold in the next 12 months, and
there are no contracts for sale under negotiation at the present time.
Section 11. Certain Federal Income Tax Consequences.
Certain Federal Income Tax Consequences of the Offer. The following is
------------------------------------------------------
a general summary under currently applicable law of certain federal income tax
considerations generally applicable to the sale of Interests pursuant to the
Offer. The following summary is for general information only, and the tax
treatment described herein may vary depending upon each Limited Partner's
particular situation. Certain Limited Partners (including, but not limited to,
insurance companies, tax-exempt organizations, financial institutions or
broker/dealers, foreign corporations, and persons who are not citizens or
residents of the United States) may be subject to special rules not discussed
below. In addition, the summary does not address the federal income tax
consequences to all categories of Interest holders, nor does it address the
federal income tax consequences to persons who do not hold the Interests as
"capital assets," as defined by the Internal Revenue Code of 1986, as amended
(the "Code"). No ruling from the Internal Revenue Service ("IRS") will be sought
with respect to the federal income tax consequences discussed herein; thus,
there can be no assurance that the IRS will agree with the conclusions stated
herein. Limited Partners are urged to consult their own tax advisors as to the
particular tax consequences of a tender of their Interests pursuant to the
Offer, including the applicability and effect of any state, local, foreign or
other tax laws, any recent changes in applicable tax laws and any proposed
legislation. The following information is intended as a general statement of
certain tax considerations, and Limited Partners should not construe this as
legal or tax advice.
Sale of Interests Pursuant to the Offer. The receipt of cash for
--------------------------------------------
Interests pursuant to the Offer will be a taxable transaction for federal income
tax purposes and may also be a taxable transaction under applicable state, local
and other tax laws. The purchase of Interests pursuant to the Offer will be
deemed a sale of the Interests by the tendering Limited Partner. The payment for
a Limited Partner's Interests may be in complete liquidation of that portion of
the Limited Partner's ownership in the Partnership represented by the purchased
Interests. The recipient of such payments is taxable to the extent of any gain
or loss recognized in connection with such sale. In general, and subject to the
recapture rules of the Code Section 751 discussed below, a holder will recognize
capital gain or loss at the time his or her Interests are purchased by the
Partnership to the extent that the money distributed to him or her exceeds his
or her adjusted basis in the purchased Interests. Upon a sale of an Interest
pursuant to the Offer, a Limited Partner will be deemed to have received money
in the form of any cash payments to him or her and to the extent he or she is
relieved from his or her proportionate share of liabilities, if any, to which
the Partnership's assets are subject. A Limited Partner will thus be required to
recognize gain upon the sale of his or her Interests if the amount of
20
<PAGE>
cash he or she received, plus the amount he or she is deemed to have
received as a result of being relieved of his or her proportionate share of
Partnership nonrecourse liabilities (if any), exceeds the adjusted basis of the
Limited Partner in the purchased Interests. The income taxes payable upon the
sale must be determined by each Limited Partner on the basis of his or her own
financial interests.
The adjusted basis of a Limited Partner's Interests is calculated by
taking his or her initial basis and making certain additions and subtractions
thereto. The initial basis of a Limited Partner is the amount paid for each
Interest ($20 per Interest for those who purchased in the initial offering),
increased by a Limited Partner's proportionate share of nonrecourse liabilities,
if any, to which the Partnership's assets are subject and by the share of
Partnership taxable income, capital gains and other income items allocated to
the Interest. There was nonrecourse debt attributed to the Interests in the
approximate amount of $5,143,957 as of September 30, 1998. Basis is reduced by
cash distributions and by the share of Partnership losses allocated to the
Interest.
A selling Limited Partner will be allocated a pro rata share of the
Partnership's taxable income or loss for 1998 with respect to the Interests sold
in accordance with the provisions of the Partnership Agreement concerning
transfers of Interests. Such allocation will affect the Limited Partner's
adjusted tax basis in his or her Interests and, therefore, the amount of the
Limited Partner's taxable gain or loss upon a sale of Interests pursuant to this
Offer. For individuals, trusts and estates the income allocated will be treated
as ordinary income which could be taxed at a rate as high as 39.6% for federal
income tax purposes, while the corresponding reduction in taxable gain upon the
sale of the Interests will result in tax savings of no more than 28% of the
reduction in taxable gain. The Partnership's net income for the nine-month
period ended September 30, 1998 was $362.
In determining the tax consequences of accepting the Offer, the
Partnership's payments for Interests will be deemed to be equal to the $6 cash
payment per Interest plus a pro rata share of the Partnership's nonrecourse debt
(together, the "Selling Price"). The taxable gain (or loss) to be incurred as a
consequence of accepting the Offer is determined by subtracting the Selling
Price from the adjusted basis of the purchased Interest.
Each Limited Partner must determine his or her own adjusted tax basis
because it will vary depending upon when the Limited Partner purchased the
Interests and the amount of distributions received for each Interest, which
varies depending upon the date on which the Limited Partner was admitted to the
Partnership.
A taxable gain, if any, on the disposition of Interests must be
allocated between ordinary income and long term capital gain. Long term capital
gain or loss will be realized on such sale by a Limited Partner if: (1) he or
she is not a "dealer" in securities; (2) he or she has held the Interests for
longer than twelve (12) months; and (3) the Partnership has no Section 751
assets. To the extent that a portion of the gain realized on the sale of an
Interest is attributable to Section 751 assets (i.e., "unrealized receivables"
and "inventory items of the Partnership which have appreciated substantially in
value") a Limited Partner will recognize ordinary income, and not a capital
gain, upon the sale of the Interest. For purposes of Code Section 751, certain
depreciation deductions claimed by the Partnership (recapturable cost recovery
allowance) are treated as if they were an "unrealized receivable." Thus, gain,
if any, recognized by a Limited Partner who sells an Interest will be ordinary
income in an amount not to exceed his or her share of the Partnership's
recapturable cost recovery allowance. Furthermore, if the Partnership were
deemed to be a "dealer" in real estate for federal income tax purposes, the
property held by the Partnership might be treated as "inventory items of the
Partnership which have appreciated substantially in value" for purposes of Code
Section
21
<PAGE>
751 and a Limited Partner tendering his or her Interest would recognize ordinary
income, in an amount equal to his or her share of the appreciation in value of
the Partnership's real estate inventory. The General Partner does not believe
it has operated the Partnership's business in a manner as to make the
Partnership a "dealer" for tax purposes.
For taxable Limited Partners the amount of recapturable cost recovery
allowance per Interest purchased by a Limited Partner in the original offering
is estimated to be $3.00 as of September 30, 1998. Therefore, a maximum of $3.00
of the taxable gain per Interest will be considered to be ordinary income, with
the balance of the taxable gain considered to be capital gain for federal income
tax purposes for the Limited Partners who hold their Interests as capital
assets. Ordinary income recognized in 1998 is taxed at a stated maximum rate of
39.6% for federal income tax purposes. Net capital gains are taxed for federal
income tax purposes at a stated maximum rate of 20% for Interests held at least
twelve (12) months. The tax rates may actually be somewhat higher, depending on
the taxpayer's personal exemptions and amount of adjusted gross income. A
taxable loss, if any, on the disposition of Interests will be recognized as a
capital loss for federal income tax purposes for Limited Partners who hold their
Interests as capital assets. Tax exempt Limited Partners may be subject to a
recapturable cost recovery allowance. The amount of recapturable cost recovery
allowance per Interest for tax exempt Limited Partners, if any, may be less than
that for taxable Limited Partners. Tax exempt Limited Partners subject to
unrelated business taxable income (UBTI) should consult their tax advisor to
determine what amount, if any, of the recapturable cost recovery allowance
should be reported as UBTI.
Foreign Limited Partners. Gain realized by a foreign Limited Partner on
-------------------------
a sale of Interests pursuant to this Offer will be subject to federal income
tax. Under Code Section 1445 and related regulations, the transferee of a
partnership interest held by a foreign person is generally required to deduct
and withhold a tax equal to 10% of the amount realized on the disposition. The
Partnership or the Affiliate, as the case may be, will withhold 10% of the
amount realized by a tendering foreign Limited Partner. Amounts withheld would
be creditable against a foreign Limited Partner's federal income tax liability,
and if in excess thereof, a refund could be obtained from the IRS by filing a
U.S. income tax return.
To prevent back-up federal income tax withholding equal to 31% of the
payments made pursuant to the Offer, each Limited Partner (except a foreign
Limited Partner) who does not otherwise establish an exemption from such
withholding must notify the Partnership of the Limited Partner's correct
taxpayer identification number (or certify that such taxpayer is awaiting a
taxpayer identification number) and provide certain other information by
completing a Substitute Form W-9 to the Partnership. (For each Limited Partner's
convenience, a Substitute Form W-9 is enclosed herein). Certain Limited
Partners, including corporations, are not subject to the withholding and
reporting requirements. Foreign Limited Partners are subject to other
requirements.
Retirement Plan Investors. Qualified pension, profit sharing and stock
bonus plans and IRA's (collectively "Qualified Plans") are generally exempt from
taxation except to the extent that their UBTI, determined in accordance with
Code Sections 511-514, exceeds $1,000 in any taxable year. Code Section
512(b)(5) provides generally that UBTI does not include gains or losses from the
disposition of property other than inventory or property held primarily for sale
to customers in the ordinary course of business. However, Treasury Regulation
1.1245-6(b) provides that Code Section 1245 overrides the nonrecognition
provisions of subtitle A of the Code, including Code Section 512(b)(5), if
applicable; furthermore Code Section 12(b)(4) provides that notwithstanding Code
Section 512(b)(5), a portion of the gain from the sale of "debt-financed
property" (as defined in
22
<PAGE>
Section 514) may be treated as UBTI. Because a portion of the Partnership's
assets are "debt financed," a portion of the gain, if any, recognized by a
Qualified Plan on the sale of an interest may be UBTI. If a Qualified Plan is
not a "dealer" in securities, the remaining portion of any gain from the sale of
Interests will not be UBTI unless the Partnership is deemed to be a "dealer" in
real estate. The General Partner does not believe the Partnership's business has
been operated in such a manner as to make it a dealer, but there is no assurance
that the IRS may not contend that the Partnership is a dealer. If the
Partnership obtains financing to purchase Interests, the IRS may contend that
each nonredeeming Limited Partner has acquired an interest in debt-financed
property, in addition to the current debt-financed property of the Partnership.
See Section 9, "Source and Amount of Funds."
Section 12. Transactions and Arrangements Concerning Interests. Based
upon the Partnership's and Affiliate's records and information provided to the
Partnership by the General Partner and affiliates of the General Partner,
neither the Partnership, General Partner, the Affiliate nor, to the best of the
Partnership's knowledge, any controlling person of the Partnership, the General
Partner, or the Affiliate, has effected any transactions in the Interests during
the forty (40) business days prior to the date hereof.
Section 13. Extensions of Tender Period; Terminations; Amendments. The
Partnership has, or if the Offer is oversubscribed, each Offeror has, the right
at any time and from time to time, to extend the period of time during which the
Offer is open by giving written notice of the extension to each Limited Partner.
If there is any extension, all Interests previously tendered and not purchased
or withdrawn will remain subject to the Offer and may be purchased by the
Offerors, except to the extent that such Interests may be withdrawn as set forth
in Section 4, "Withdrawal Rights."
If the Offer is oversubscribed, each Offeror has the right to purchase
additional Interests. If either Offeror decides, in its sole discretion, to
increase the amount of Interests being sought and, at the time that the notice
of such increase is first published, sent or given to holders of Interests, the
Offer is scheduled to expire at any time earlier than the expiration of a period
ending on the tenth business day from, and including, the date that such notice
is first so published, sent or given, then the Offer will be extended until the
expiration of such period of ten (10) business days.
For purposes of the Offer, a "business day" means any day other than a
Saturday, Sunday or federal holiday and consists of the time period from 12:01
a.m. through 12:00 Midnight, Eastern Standard Time. The Offerors have the right:
(i) to terminate the Offer and not to purchase or pay for any Interests not
previously purchased or paid for upon the occurrence of any of the conditions
specified in Section 6, "Certain Conditions of the Offer," by giving written
notice of such termination to the Limited Partners and making a public
announcement thereof; or (ii) at any time and from time to time, to amend the
Offer in any respect. All extensions, delays in payment or amendments will be
followed by public announcements thereof, such announcements in the case of an
extension to be issued no later than 9:00 a.m. Eastern Standard Time, on the
next business day after the previously scheduled Expiration Date. Without
limiting the manner in which the Offerors may choose to make any public
announcement, except as provided by applicable law (including Rule 13e-4(e)(2)
under the Exchange Act), the Offerors have no obligation to publish, advertise
or otherwise communicate any such public announcement, other than by issuing a
release to the Dow Jones News Service.
Section 14. Fees and Expenses. The Offerors will not pay any fees or
commissions to any broker, dealer or other person for soliciting tenders of
Interests pursuant to the Offer. The
23
<PAGE>
Offerors will reimburse brokers, dealers, commercial banks and trust companies
for customary handling and mailing expenses incurred in forwarding the Offer to
their customers.
Section 15. Address; Miscellaneous.
Address. All executed copies of the Letter of Transmittal, Substitute
--------
Form W-9 and the Certificate(s) of Ownership for the Interests being tendered
(or the Affidavit) must be sent via mail or overnight courier service to the
address set forth below. Manually signed facsimile copies of the Letter of
Transmittal will not be accepted. The Letter of Transmittal, Substitute Form W-9
and Certificate(s) of Ownership for the Interests being tendered (or the
Affidavit) should be sent or delivered by each Limited Partner or such Limited
Partner's broker, dealer, commercial bank, trust company or other nominee as
follows:
By Mail, Hand Delivery or Overnight Mail/Express:
NTS Investor Services
c/o Gemisys
7103 S. Revere Parkway
Englewood, CO 80112
Any questions, requests for assistance, or requests for additional
copies of this Offer to Purchase, the Letter of Transmittal or any other
documents relating to this Offer also may be directed to NTS Investor Services
c/o Gemisys at the above-listed address or at: (800) 387-7454 or by facsimile
at: (303) 705-6151.
Miscellaneous. The Offer is not being made to, nor will tenders be
--------------
accepted from, Limited Partners in any jurisdiction in which the Offer or its
acceptance would not comply with the securities or Blue Sky laws of such
jurisdiction. Neither Offeror is aware of any jurisdiction in which the Offer or
tenders pursuant thereto would not be in compliance with the laws of such
jurisdiction. The Offerors reserve the right to exclude Limited Partners in any
jurisdiction in which it is asserted that the Offer cannot lawfully be made. The
Offerors believe such exclusion is permissible under applicable laws and
regulations, provided the Offerors make a good faith effort to comply with any
state law deemed applicable to the Offer.
The Offerors have filed an Issuer Tender Offer Statement on
Schedule 13E-4 with the Securities and Exchange Commission ("Commission") which
includes certain information relating to the Offer summarized herein. A copy of
this statement may be obtained from the Partnership by contacting NTS Investor
Services c/o Gemisys at the address and phone number set forth in this Section
15, "Address; Miscellaneous" or from the public reference office of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549.
The Commission also maintains a site on the World Wide Web at http://www.sec.gov
that contains reports electronically filed by the Partnership with the
Commission.
NTS-Properties VII, Ltd.
December 7, 1998
24
<PAGE>
APPENDIX A
The Partnership's Financial Statements Giving
Pro Forma Effect of the Offer
The following unaudited pro forma balance sheet and income statement of
the Partnership are presented to give effect of the Offer as if it was fully
subscribed and completed before September 30, 1998 and December 31, 1997. Each
pro forma statement contains four columns. The two columns on the left contain
certain financial information extracted or derived from the Partnership's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 and its
Annual Report on Form 10-K for the fiscal year ended December 31, 1997,
respectively. The Quarterly and Annual Reports contain more comprehensive
financial information than the information contained herein and were filed with
the Securities and Exchange Commission ("Commission") pursuant to the Securities
Exchange Act of 1934. The information extracted from the Quarterly and Annual
Reports is qualified in its entirety by reference to the reports and the
financial statements (including the notes) contained in the reports. The two
columns on the right present the quarterly and annual reports of the Partnership
giving effect of the Offer as if the Offer was fully subscribed and completed
before September 30, 1998 and December 31, 1997. The information presented in
these columns is based on certain assumptions made by the Partnership in its
good faith judgment, such as, the amount of expenses it will incur in
administering the Offer. These unaudited pro forma statements are not
necessarily indicative of what the Partnership's actual financial condition
would have been for the quarter ended September 30, 1998 and the year ended
December 31, 1997, nor do they purport to represent the future financial
position of the Partnership.
25
<PAGE>
<TABLE>
NTS-PROPERTIES VII, LTD.
------------------------
BALANCE SHEETS AND STATEMENT OF PARTNERS' EQUITY
------------------------------------------------
<CAPTION>
Actual Actual After Tender After Tender
As of As of As of As of
September 30, December 31, September 30, December 31,
1998 1997 1998 1997
---- ---- ---- ----
ASSETS
- ------
<S> <C> <C> <C> <C>
Cash and equivalents $ 518,825 $ 164,714 $ 458,825 $ 104,714
Cash and equivalents - restricted 59,958 176,636 59,958 176,636
Investment securities -- 338,129 -- 338,129
Accounts receivable 1,593 858 1,593 858
Land, buildings and amenities, net 10,106,119 10,361,786 10,106,119 10,361,786
Other assets 137,093 137,022 137,093 137,022
----------- ----------- ----------- -----------
$10,823,588 $11,179,145 $10,763,588 $11,119,145
=========== =========== =========== ===========
LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Mortgages payable $ 5,143,957 $ 5,303,947 $ 5,143,957 $ 5,303,947
Accounts payable 55,327 38,815 55,327 38,815
Distributions payable 29,078 60,426 29,078 60,426
Security deposits 31,275 36,325 31,275 36,325
Other liabilities 82,315 6,787 82,315 6,787
----------- ----------- ----------- -----------
5,341,952 5,446,300 5,341,952 5,446,300
Partners' equity 5,481,636 5,732,845 5,421,636 5,672,845
----------- ----------- ----------- -----------
$10,823,588 $11,179,145 $10,763,588 $11,119,145
=========== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
NTS-PROPERTIES VII, LTD.
------------------------
STATEMENTS OF OPERATIONS
------------------------
<CAPTION>
After Tender After Tender
September 30, December 31, September 30, December 31,
1998 1997 1998 1997
---- ---- ---- ----
REVENUES:
<S> <C> <C> <C> <C>
Rental income $1,450,721 $ 2,064,236 $ 1,450,721 $ 2,064,236
Interest and other income 20,543 29,516 20,543 29,516
---------- ----------- ----------- -----------
1,471,264 2,093,752 1,471,264 2,093,752
EXPENSES:
Operating expenses 346,890 460,177 346,890 460,177
Operating expenses - affiliated 192,275 230,130 192,275 230,130
Write-off of unamortized
land improvements and
amenities 10,743 17,797 10,743 17,797
Interest expense 297,781 434,680 297,781 434,680
Management fees 75,648 106,264 75,648 106,264
Real estate taxes 75,803 99,458 75,803 99,458
Professional and administrative
expenses 46,423 58,895 46,423 58,895
Professional and administrative
expenses - affiliated 63,990 79,075 63,990 79,075
Depreciation and amortization 361,349 515,005 361,349 515,005
---------- ----------- ----------- -----------
1,470,902 2,001,481 1,470,902 2,001,481
---------- ----------- ----------- -----------
Net income before extraordinary
item 362 92,271 362 92,271
Extraordinary item - write-off
unamortized loan costs -- (27,784) -- (27,784)
---------- ----------- ----------- -----------
Income before tender offer cost 362 64,487 362 64,487
Tender offer cost -- -- (36,000) (36,000)
---------- ----------- ----------- -----------
Net income (loss) $ 362 $ 64,487 $ (35,638) $ 28,487
========== =========== =========== ===========
Net income (loss) allocated to
the limited partners:
Income (loss) before
extraordinary item $ 358 $ 91,348 $ 358 $ 91,348
Extraordinary Item -- (27,506) -- (27,506)
---------- ----------- ----------- -----------
Income (loss) before tender
offer cost 358 63,842 358 63,842
Tender offer cost -- -- (35,640) (35,640)
---------- ----------- ----------- -----------
Net income (loss) $ 358 $ 63,842 $ (35,282) $ 28,202
========== =========== =========== ===========
Net income (loss) per limited
partnership unit:
Income (loss) before
extraordinary item $ .00 $ .15 $ .00 $ .16
Extraordinary item -- (.09) -- (.05)
---------- ----------- ----------- -----------
Income (loss) before tender
offer cost .00 .06 .00 .11
Tender offer cost -- -- (.10) (.10)
---------- ----------- ----------- -----------
Net income (loss) $ .00 $ .06 $ (.10) $ .01
========== =========== =========== ===========
Weighted average number of units 583,606 598,526 568,606 583,526
========== =========== =========== ===========
</TABLE>
<PAGE>
Exhibit (a)(2)
Form of Letter of Transmittal
<PAGE>
LETTER OF TRANSMITTAL
Regarding the Interests in
NTS - PROPERTIES VII, Ltd.
Tendered Pursuant to the Offer to Purchase Dated December 7, 1998
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT, AND THIS LETTER OF
TRANSMITTAL MUST BE RECEIVED BY THE PARTNERSHIP BY, 12:00 MIDNIGHT
EASTERN STANDARD TIME, ON SATURDAY, MARCH 6, 1999 (THE "EXPIRATION DATE"),
UNLESS THE OFFER IS EXTENDED BY OFFERORS.
[Investor Name] If applicable:
[Address] [Custodian]
[City, State, Zip] [Address]
[Tax I.D. #] [City, State, Zip]
[# of Interests] [Account #]
I am a Limited Partner of NTS-Properties VII, Ltd. and I hereby tender
my limited partnership interests or portion thereof, as described and specified
below, to the Offerors, NTS-Properties VII, Ltd. (the "Partnership"), and the
Partnership's affiliate, ORIG, LLC, (the "Affiliate" and the Partnership are
each an "Offeror" and collectively the "Offerors") upon the terms and conditions
set forth in the Offer to Purchase, dated December 7, 1998 (collectively, the
"Offer to Purchase" and "Letter of Transmittal" constitute the "Offer").
THIS LETTER OF TRANSMITTAL IS SUBJECT TO ALL THE TERMS AND CONDITIONS
SET FORTH IN THE OFFER TO PURCHASE, INCLUDING, BUT NOT LIMITED TO, THE ABSOLUTE
RIGHT OF THE OFFERORS TO REJECT ANY AND ALL TENDERS DETERMINED BY THEM, IN THEIR
SOLE DISCRETION, NOT TO BE IN THE APPROPRIATE FORM.
I hereby represent and warrant that I have full authority to sell my
interests, or portion thereof, to the Offerors, and that the Offerors will
acquire good title, free and clear of any adverse claim. Upon request, I will
execute and deliver any additional documents necessary to complete the sale of
my interests in accordance with the terms of the Offer. In the event of my death
or incapacity, all authority and obligation shall be placed with my heirs,
personal representatives and successors.
I hereby appoint NTS-Properties Associates VII (without posting of a
bond) as the attorney-in-fact of me with respect to my interests, with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest), to: (1) transfer ownership of my interests on
the Partnership's books to the respective Offeror, (2) change the address of
record of my interests prior to or after completion of the transfer, (3) execute
and deliver lost certificate indemnities and all other transfer documents, (4)
direct any custodian or trustee holding record title to the interests to do what
is necessary, including the execution and delivery of a copy of this Letter of
Transmittal, and (5) upon payment by the respective Offeror of the purchase
price, to receive all benefits and cash distributions, endorse Partnership
checks payable to me and otherwise exercise all rights of beneficial ownership
of my interests hereby tendered.
(Over)
<PAGE>
INSTRUCTIONS TO TENDER INTERESTS
Please complete the following steps to tender your interests:
o Complete Part 1. by inserting the number of interests you wish to tender.
o Complete Part 2. by providing your telephone number.
o Complete Part 3. by providing the appropriate signature(s).
(Note: if your account is held by a Trustee or Custodian, sign below and
forward this form to the Trustee or Custodian at the address noted on the
first page of this Letter of Transmittal to complete the remaining steps).
All signatures must be notarized by a Notary Public.
o Return your original Certificate of Ownership for the interests with
this form. If you are unable to locate your Certificate of Ownership,
complete the Affidavit of Lost, Stolen, Misplaced or Destroyed
Certificate and Indemnification Agreement.
PART 1. NUMBER OF INTERESTS IN THE PARTNERSHIP TO BE TENDERED:
[ ] I tender my entire interest in the Partnership, being ________ interests
for a price of $6.00 per interest.
[ ] I tender only a portion of my interest in the Partnership, being _______
interests for a price of $6.00 per interest.
PART 2. TELEPHONE NUMBER.
My telephone number is: (_____)________________.
PART 3. SIGNATURE(S).
FOR INDIVIDUALS/JOINT OWNERS:
__________________________________ ___________________________________
Print Name of Limited Partner Print Name of Joint Owner
__________________________________ ___________________________________
Signature of Limited Partner Signature of Joint Owner
Sworn to me this __ day of _______, Sworn to me this __ day of _______,
199__. 199__.
_________________________________ ___________________________________
Notary Public Notary Public
FOR CUSTODIAL/TRUSTEE/IRA ACCOUNTS:
_________________________________ ___________________________________
Print Name of Signatory Signature
Sworn to me this __ day of _______,
199__.
____________________________________ ___________________________________
Title of Signatory Notary Public
Return or Deliver: (1) this Letter of Transmittal; (2) your original Certificate
of Ownership for the interests, or if you are unable to locate your Certificate
of Ownership, the Affidavit of Lost, Stolen, Misplaced or Destroyed Certificate
and Indemnification Agreement; and (3) the Substitute Form W-9 on or before the
Expiration Date to:
NTS INVESTOR SERVICES
C/O GEMISYS
7103 S. REVERE PARKWAY
ENGLEWOOD, CO 80112
For additional information, call: (800) 387-7454.
<PAGE>
Exhibit (a)(3)
Form of Affidavit and Indemnification Agreement for
Missing Certificate(s) of Ownership
<PAGE>
AFFIDAVIT OF LOST, STOLEN, MISPLACED OR DESTROYED
CERTIFICATE(S) AND INDEMNIFICATION AGREEMENT
State of _____________
County of ____________
____________________________________
____________________________________
____________________________________
____________________________________ (The "Limited Partner")
being duly sworn, deposes and says:
1. The Limited Partner is of legal age and is the true and lawful, present and
sole, record and beneficial owner of _________ (insert number of interests)
limited partnership interests (the "Interests") of NTS Properties VII, Ltd. (the
"Partnership"). The Interests were represented by the following certificate(s)
(the "Certificate(s)") issued to the :
Certificate(s) No. Number of Interests Date Issued
- ------------------ ------------------- -----------
The Certificate(s) was (were) lost, stolen, misplaced or destroyed under the
following circumstances:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________ and after diligent search, the
Certificate(s) could not be found.
2. Neither the Certificate(s) nor any interest therein has at any time been
sold, assigned, endorsed, transferred, pledged, deposited under any agreement or
otherwise disposed of, whether or not for value, by or on behalf of the Limited
Partner. Neither the Limited Partner nor anyone acting on the Limited Partner's
behalf has at any time signed any power of attorney, any stock power or other
authorization with respect to the Certificate(s) and no person or entity of any
type other than the Limited Partner has or has asserted any right, title, claim
or interest in or to the Certificate(s) or to the Interests represented thereby.
3. The Limited Partner hereby requests, and this Affidavit and Indemnification
Agreement is made and given in order to induce the Partnership, (i) to refuse to
recognize any person other than the Limited Partner as the owner of the
Certificate(s); (ii) to refuse to make any payment, transfer, registration,
delivery or exchange called for by the Certificate(s) to any person other than
the Limited Partner; and (iii) to refuse the Certificates or to make the
payment, transfer, registration, delivery or exchange called for by the
Certificate(s) without the surrender thereof or cancellation.
4. If the Limited Partner or the representative or the assigns of the Limited
Partner should find or recover the Certificate(s), the Limited Partner will
immediately surrender and deliver the same to the Partnership for cancellation
without requiring any consideration thereof.
(Over)
<PAGE>
5. The Limited Partner agrees in consideration of the issuance to the Limited
Partner of a new certificate in substitution for the Certificate(s), to
indemnify and hold harmless the Partnership, each general partner of the
Partnership, each affiliate of the Partnership and any person, firm or entity
now or hereafter acting as the transfer agent, registrar, trustee, depositary,
redemption, fiscal or paying agent of the Partnership, or in any other capacity
and their respective successors and assigns, from and against any and all
liabilities, losses, damages, costs and expenses of every nature (including
reasonable attorney's fees) in connection with, or arising out of, said lost,
stolen, misplaced or destroyed Certificate(s) without the surrender thereof and,
whether or not: (a) based upon or arising out of the honoring of, or refusing to
honor, the Certificate(s) when presented to anyone, (b) based upon or arising
from inadvertence, accident, oversight or neglect or failure to inquire into
contest or litigate the right of any applicant to receive payment, credit,
transfer, registration, exchange or delivery in respect of the Certificate(s)
and/or the new instrument or instruments issued in lieu thereof on the part of
the Partnership, its affiliates, agents and employees or any general Partner of
the Partnership and its agents and employees, (c) based upon or arising out of
any determination which the Partnership, its affiliates or any general partner
thereof may in fact makes as to the merits of any such claim, right, or title,
(d) based upon or arising out of any fraud or negligence on the part of the
Limited Partner in connection with reporting the loss of the Certificate(s) and
the issuance of new instrument or instruments in lieu thereof, or (e) based upon
or arising out of any other matter or thing whatsoever it may be.
6. The Limited Partner agrees that all notices, requests, demands and other
communications under this Affidavit and Indemnification Agreement shall be in
writing and shall be mailed to the party to whom notice is to be given by
certified or registered mail, postage prepaid; if intended for the Partnership
shall be addressed to Gemisys, 7103 S. Revere Pkwy., Englewood, CO 80112 Attn.:
Transfer Department, or such other address as the Partnership shall have given
notice to the Limited Partner at the address set forth at the end of this
Affidavit and Indemnification Agreement or at such other address as the Limited
Partner shall have given prior notice to the Partnership in a manner herein
provided.
7. No wavier shall be deemed to be made by the Partnership or its affiliates of
any of its rights hereunder unless in writing, and each waiver, if any, shall be
a waiver only with respect to the specific instance involved and shall in no way
impair the rights of the Partnership or its affiliates or the obligations of the
Limited Partner in any other respect at any other time.
8. The provisions of this Affidavit and Indemnification Agreement shall be
binding upon and inure to the benefit of the successors and assigns of the
Partnership and its affiliates and the Limited Partner.
9. This Affidavit and Indemnification Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.
-------------------------------------------------
Signature of Limited Partner (Please sign exactly
as name appears on certificate)
-------------------------------------------------
Limited Partner Signature (if held jointly)
Sworn to me this ___ day of -------------------------------------------------
_________, 199_. Name of Limited Partner
- --------------------------- -------------------------------------------------
Notary Public Address of Limited Partner
<PAGE>
Exhibit (a)(4)
Form of Letter to Limited Partners
<PAGE>
[NTS letterhead]
To our Limited Partners:
Enclosed for your consideration is an Offer to Purchase your limited
partnership interests. Please read all of the enclosed material carefully before
deciding to tender your interests. Your attention is invited to the following:
o The purchase price per interest is $6.00.
o The offer is being made to all Limited Partners.
o Up to 10,000 interests may be purchased by the Partnership and an
additional 10,000 interests may be purchased by the Partnership's
affiliate, ORIG, LLC. If more than 20,000 interests are tendered, the
Partnership and its affiliate may decide to purchase more than 20,000
interests or to purchase less than all of the interests tendered on a
pro rata basis.
o The offer and withdrawal rights will expire at 12:00 Midnight, Eastern
Standard Time, on Saturday, March 6, 1999, unless the Offer is
extended.
After reading the Offer to Purchase (white), if you wish to tender any
or all of your interests, complete and return to NTS Investors Services c/o
Gemisys the following:
(1) the Letter of Transmittal (blue);
(2) the Substitute Form W-9 (green); and
(3) the Certificate(s) of Ownership for the interests or,
if you are unable to locate the Certificate(s) of
Ownership, complete the Affidavit and Indemnification
Agreement for Missing Certificate(s) of Ownership
(yellow).
On or before the expiration of the Offer return or deliver all of the
above documents to:
NTS INVESTOR SERVICES
C/O GEMISYS
7103 S. REVERE PARKWAY
ENGLEWOOD, CO 80112
For additional information, call: (800) 387-7454
<PAGE>
Exhibit (a)(5)
Substitute Form W-9 with Guidelines
<PAGE>
Substitute Form W-9
o Purpose of the Substitute Form W-9
Each tendering Limited Partner is required to provide to the
Partnership its correct Taxpayer Identification Number ("TIN") on Substitute
Form W-9 which is provided below, and to certify whether the Limited Partner is
subject to backup withholding of federal income tax. If the Partnership is not
provided with the correct TIN, the Limited Partner may be subject to a $500
penalty imposed by the Internal Revenue Service (the "IRS"). In addition,
failure to provide the information on Substitute Form W-9 may subject the
tendering Limited Partner to 31% federal income tax withholding on the payment
of the purchase price of all Interests purchased by the Offerors from the
Limited Partner pursuant to this Offer.
o Instructions for filling out the Substitute Form W-9
Each tendering Limited Partner must fill out the Substitute Form W-9
below by: (1) inserting their TIN; (2) certifying whether the Limited Partner is
subject to backup withholding of federal income tax; and (3) signing the form.
If the tendering Limited Partner is an individual, the TIN is the
Limited Partner's social security number.
If the tendering Limited Partner has been notified by the IRS that the
Limited Partner is subject to backup withholding, the Limited Partner must cross
out item (2) of the "Certification" box of Substitute Form W-9, unless the
Limited Partner has since been notified by the IRS that the Limited Partner is
no longer subject to backup withholding. If backup withholding applies, the
Partnership is required to withhold 31% of any payments made to the Limited
Partner. Backup withholding is not an additional tax. Rather, the tax liability
of persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the IRS.
If the tendering Limited Partner has not been issued a TIN and has
applied for one or intends to apply for one in the near future, the Limited
Partner should write "Applied For" in the space provided for the TIN in Part I
of the Substitute Form W-9, and sign and date the Substitute Form W-9. If
"Applied For" is written in Part I and the Partnership is not provided with a
TIN within 60 days, the Partnership will withhold 31% on all payments of the
purchase price to the Limited Partner until a TIN is provided to the
Partnership.
Certain Limited Partners (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, the individual must submit an Internal Revenue Form W-8,
signed under penalties of perjury, attesting to such individual's exempt status.
A Form W-8 may be obtained from NTS Investor Services c/o Gemisys at the address
and telephone number provided in Section 15, "Address; Miscellaneous" of the
Offer to Purchase.
For complete instructions on how to fill out Substitute Form W-9, refer
to the Guidelines enclosed.
(OVER)
<PAGE>
________________________________________________________________________________
SUBSTITUTE | Part I -- Taxpayer Identification |
FORM W-9 | Number -- For all accounts, enter | ___________________
| your TIN in the box at right. | Social Security No.
| (For most individuals, this is |
Department of the | your social security number.) |
Treasury | Certify by signing and dating | OR
Internal Revenue | below. |
Service | | ___________________
| | Employer
Payer's Request | | Identification No.
for Taxpayer | |
Identification | |
Number (TIN) | |
| | (If awaiting a TIN
| | write "Applied For"
| | in the space above).
____________________|___________________________________|_______________________
Part II -- For payees exempt from backup withholding, see the enclosed
Guidelines and complete as instructed therein.
________________________________________________________________________________
Certification -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me). and
(2) I am not subject to backup withholding either because (a) I am exempt from
backup withholding, (b) I have not been notified by the Internal Revenue Service
(the "IRS") that I am subject to backup withholding as a result of failure to
report all interest or dividends, or (c) the IRS has notified me that I am no
longer subject to backup withholding.
Certificate Instructions -- You must cross out item (2) above, if you have been
notified by the IRS that you are subject to backup withholding because of under
reporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding you received
another notification from the IRS that you are no longer subject to backup
withholding, do not cross out item (2). (Also see instructions in the enclosed
Guidelines.)
________________________________________________________________________________
SIGNATURE __________________________________ DATE _________________ , 199 ____
________________________________________________________________________________
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the Payer. -
Social Security numbers have nine digits separated by two hyphens, e.g.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen, e.g., 00-0000000. The table below will help determine the number to
give the payer.
Give the SOCIAL
For this type of account: SECURITY
number of -
- ------------------------------------ --------------------------
1. An individual's account The individual
2. Two or more individuals The actual owner of
(joint account) the account or, if
combined funds, the
first individual on the
account(1)
3. Husband and wife (joint The actual owner of
account) the account or, if joint
funds, either person(1)
4. Custodian account of a The minor(2)
minor (Uniform Gift to Minors
Act)
5. Adult and minor (joint The adult or, if the
account) minor is the only
contributor, the
minor(1)
6. Account in the name of The ward, minor, or
guardian or committee for a incompetent person(3)
designated ward, minor, or
incompetent person
7. a. A revocable savings trust The grantor-trustee(1)
account (in which grantor
is also trustee)
b. Any "trust" account that The actual owner(1)
is not a legal or valid trust
under State law
Give the EMPLOYER
For this type of account: IDENTIFICATION
number of -
- ------------------------------------ --------------------------
8. Sole proprietorship account The owner(4)
9. A valid trust, estate, or The legal entity (do
pension trust not furnish the
identifying number of
the personal
representative or
trustee unless the
legal entity itself is not
designated in the
account title)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
12. Partnership account held in The partnership
13. Association, club, or other The organization
14. A broker or registered The broker or nominee
15. Account with the Department The public entity
of Agriculture in the name of
a public entity (such as a
State or local government,
school district, or prison) that
receives agricultural program
payments
- ------------------------------------ --------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner. If the owner does not have an employer
identification number, furnish the owner's social security number.
(5) List first and circle the name of the legal trust, estate or pension trust.
Note: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
Obtaining a Number
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at an office of the Social Security
Administration or the Internal Revenue Service.
To complete Substitute Form W-9, if you do not have a tax payer identification
number, write "Applied For" in the space for the taxpayer identification number
in Part 1, sign and date the Form, and give it to the requester. Generally, you
will then have 60 days to obtain a taxpayer identification number and furnish it
to the requester. If the requester does not receive your taxpayer identification
number within 60 days, backup withholding, if applicable, will begin and will
continue until you furnish your taxpayer identification number to the requester.
Payees Exempt from Backup Withholding Penalties
Payees specifically exempted from backup withholding on ALL payments include the
following:*
o A corporation.
o A financial institution.
o An organization exempt from tax under section 501(a), or an individual
retirement plan, or a custodial account under section 403(b)(7).
o The United States or any agency or instrumentality thereof.
o A State, the District of Columbia, a possession of the United States,
or any political subdivision or instrumentality thereof.
o A foreign government or a political subdivision, agency or
instrumentality thereof.
o An international organization or any agency or instrumentality
thereof.
o A registered dealer in securities or commodities registered in the
United States or a possession of the United States.
o A real estate investment trust.
o A common trust fund operated by a bank under section 584(a).
o An entity registered at all times during the tax year under the
Investment Company Act of 1940.
o A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
o Payments to nonresident aliens subject to withholding under section
1441.
o Payments to partnerships not engaged in a trade or business in the
United States and which have at least one nonresident partner.
o Payments of patronage dividends where the amount received is not paid
in money.
- ----------
* Unless otherwise noted herein, all references below to section numbers or to
regulations are references to the Internal Revenue Code and the regulations
promulgated thereunder.
o Payments made by certain foreign organizations.
o Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
o Payments of interest on obligations issued by individuals. Note: You
may be subject to backup withholding if (i) this interest is $600 or
more, (ii) the interest is paid in the course of the payer's trade or
business and (iii) you have not provided your correct taxpayer
identification number to the payer.
o Payments of tax-exempt interest (including exempt interest dividends
under section 852).
o Payments described in section 6049(b)(5) to nonresident aliens.
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
o Payments made to a nominee.
Exempt payees described above should file a Substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM,
SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.
Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
Privacy Act Notice.- Section 6109 requires most recipients of dividends,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your tax return.
Payers must be given the numbers whether or not recipients are required to file
tax returns. Payers must generally withhold 31% of taxable interest, dividends,
and certain other payments to a payee who does not furnish a taxpayer
identification number to a payer. Certain penalties may also apply.
Penalties
(1) Penalty for Failure to Furnish Taxpayer Identification Number.-If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) Civil Penalty for False Statements With Respect to Withholding.-If you make
a false statement with no reasonable basis which results in no imposition of
backup withholding, you are subject to a penalty of $500. (3) Criminal
Penalty for Falsifying Information.-If you falsify certifications or
affirmations, you are subject to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION
CONTACT YOUR TAX CONSULTANT OR THE
INTERNAL REVENUE SERVICE
