SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(FINAL AMENDMENT)
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
NTS-PROPERTIES VII
(Name of Issuer)
NTS-PROPERTIES VII
(Name of Person 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
September 2, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
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AMENDMENT NO. 2 TO
ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4
INTRODUCTION
This Amendment No. 2 dated December 22, 1999 supplements and amends the
Issuer Tender Offer Statement on Schedule 13E-4 (the "Original Statement") filed
with the Securities and Exchange Commission on September 2, 1999 by
NTS-Properties VII (the "Partnership"), as amended November 2, 1999, regarding
the offer of the Partnership and ORIG, LLC, a Kentucky limited liability
company, (the "Affiliate" and, collectively with the Partnership, the
"Offerors") to purchase in the aggregate up to 20,000 limited partnership
interests in the Partnership. A copy of the Offer to Purchase dated September 2,
1999 and the related Letter of Transmittal (which together constitute the
"Offer") were incorporated by reference in the Original Statement.
Under the original terms of the Offer, the Offer expired at 12:00
midnight, Eastern Standard Time, on November 30, 1999. The Offerors announced
their intention to extend the Expiration Date of the Offer to December 15, 1999
with a press release and notice to investors dated November 2, 1999. Amendment
No. 1 to the Original Statement, reflecting these changes, was filed on November
2, 1999. As of December 15, 1999 a total of 41,652 Interests were properly
tendered pursuant to the Offer. The Offerors exercised their right under the
terms of the Offer to purchase more than 20,000 Interests and all 41,652
Interests tendered were accepted by the Offerors, without proration. The
Partnership repurchased 10,000 of these Interests. The Affiliate purchased
31,652 of these Interests. By Press Release dated December 22, 1999, the
Offerors announced: (i) that the Offer had terminated as of December 15, 1999,
as originally scheduled; and (ii) the final results of the Offer.
This Amendment constitutes the final amendment to the Original
Statement in accordance with Rule 13e-4(c)(3) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and General Instruction D to Schedule
13E-4.
Item 4. Interest in Securities of the Issuer.
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Except for the purchase of 41,652 Interests by the Offerors as of
December 15, 1999, pursuant to the Offer, there have not been any transactions
involving Interests that were effected during the past forty (40) business days
by the Partnership, the General Partner, Mr. Nichols or Mr. Lavin, the Affiliate
or any other associate or subsidiary of any such person.
Item 9. Material to be Filed as Exhibits.
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The response to Item 9 of the Schedule 13E-4 is hereby supplemented and
amended as follows:
(a)(8) Press Release by the Offerors dated December 22, 1999.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: December 22, 1999 NTS-PROPERTIES VII, a Florida limited
partnership.
By: NTS - PROPERTIES ASSOCIATES VII,
General Partner
By: /s/ J. D. Nichols
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J.D. Nichols,
Managing General Partner
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EXHIBITS
Exhibit
Number Description
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(a)(8) Press Release by the Offerors dated December 22, 1999.
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Exhibit (a)(8)
Press Release by the Offerors dated December 22, 1999.
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Louisville, Kentucky December 22, 1999. NTS Properties VII announced
today that the issuer tender offer for up to 20,000 Limited Partnership
Interests in NTS-Properties VII, which commenced on September 2, 1999, was
amended on November 2, 1999, and expired on December 15, 1999.
The final results of the Offer are as follows: As of December 15, 1999,
a total of 41,652 Interests were tendered pursuant to the Offer. The Offerors
exercised their right under the terms of the Offer to purchase more than 20,000
and all 41,652 Interests tendered were accepted by the Offerors, without
proration. NTS-Properties VII repurchased 10,000 Interests at a price of $6.00
per Interest, pursuant with the amended Offer; ORIG, LLC purchased 31,652
Interests at a price of $6.00 per Interest. Limited Partners whose Interests
were purchased as of December 15, 1999 were granted rescission and withdrawal
rights through the expiration date of December 15, 1999.
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