SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 2 TO THE
TENDER OFFER STATEMENT
(FINAL AMENDMENT)
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
NTS-PROPERTIES VII
(Name of Issuer)
ORIG, LLC
(Name of Person Filing Statement)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
62942E506
(CUSIP Number of Class of Securities)
J.D. Nichols, Managing Member
ORIG, LLC
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
TENDER OFFER STATEMENT ON SCHEDULE 14D-1
(FINAL AMENDMENT)
INTRODUCTION
This Amendment No. 2 dated December 22, 1999 supplements and amends the
Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange
Commission on September 2, 1999 (the "Original Statement") by ORIG, LLC, a
Kentucky limited liability company (the "Bidder") regarding the offer of
NTS-Properties VII and the Bidder (collectively, the "Offerors") to purchase in
the aggregate up to 20,000 limited partnership interests in the Partnership.
Capitalized terms not defined herein shall have the same meaning as in the
Original Statement. 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 a notice to the Limited Partners 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. NTS
Properties VII repurchased 10,000 of these Interests. The Bidder 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 General Instruction D to Schedule 14D-1. This
amendment is intended to satisfy the reporting requirements of Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with
respect to all securities acquired by the Bidder pursuant to the Offer.
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1) Names of Reporting Persons, I.R.S. Identification Nos.of Above
Persons (entities only): ORIG, LLC ("ORIG")
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2) Check the Appropriate Box if a Member of a Group (See
Instructions)
a. |X|
b. |_|
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3) SEC Use Only
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4) Sources of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f): |_|
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6) Citizenship or Place of Organization: ORIG, LLC is a Kentucky
limited liability company.
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7) Aggregate Amount Beneficially Owned by Each Reporting Person:
ORIG beneficially owns 54,985 of the limited partnership
interests in NTS-Properties VII., Ltd. (the "Partnership").
(1)
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8) Check if the Aggregate Amount in Row 7 Excludes Certain Shares
(See Instructions): |_|
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9) Percent of Class Represented by Amount in Row 7: 9.89%
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10) Type of Reporting Person (See Instruction): 00
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(1) ORIG disclaims beneficial ownership of 7,539 of these Interests
consisting of: (i) 1,796 Interests owned by Ocean Ridge Investments, Ltd., a
Florida limited partnership ("Ocean Ridge"); (ii) 5,738 Interests owned by BKK
Financial, Inc., an Indiana corporation; and (iii) five Interests owned by the
General Partner. Mr. J.D. Nichols is the Chairman of the Board of the corporate
general partner of Ocean Ridge. Barbara Nichols, Mr. Nichols' wife, is the sole
limited partner of Ocean Ridge. Mr. Nichols' wife and daughters are the sole
owners of BKK Financial, Inc.
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1) Names of Reporting Persons, I.R.S. Identification Nos.of Above
Persons (entities only): J.D. Nichols
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2) Check the Appropriate Box if a Member of a Group (See
Instructions)
a. |X|
b. |_|
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3) SEC Use Only
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4) Sources of Funds (See Instructions): PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f): |_|
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6) Citizenship or Place of Organization: J.D.Nichols is a citizen
of the U.S.A.
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7) Aggregate Amount Beneficially Owned by Each Reporting Person:
J. D. Nichols beneficially owns 54,985 of the limited
partnership interests in the Partnership.(1)
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8) Check if the Aggregate Amount in Row 7 Excludes Certain Shares
(See Instructions): |_|
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9) Percent of Class Represented by Amount in Row 7: 9.89%
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10) Type of Reporting Person (See Instruction): IN
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(1) Mr. Nichols disclaims beneficial ownership of 12,284 of these
Interests, consisting of: (i) 1,796 Interests owned by Ocean Ridge; (ii) five
Interests owned by the General Partner; (iii) 5,738 Interests owned by BKK
Financial, an Indiana corporation; and (iv) 4,745, or 10%, of the Interests
owned by ORIG.
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1) Names of Reporting Persons, I.R.S. Identification Nos.of Above
Persons (entities only): Brian F. Lavin
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2) Check the Appropriate Box if a Member of a Group (See
Instructions)
a. |X|
b. |_|
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3) SEC Use Only
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4) Sources of Funds (See Instructions): PF
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5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f): |_|
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization: Brian F. Lavin is a
citizen of the U.S.A.
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7) Aggregate Amount Beneficially Owned by Each Reporting Person:
Brian F. Lavin beneficially owns 54,985 of the limited
partnership interests in the Partnership.(1)
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8) Check if the Aggregate Amount in Row 7 Excludes Certain Shares
(See Instructions): |_|
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9) Percent of Class Represented by Amount in Row 7: 9.89%
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10) Type of Reporting Person (See Instruction): IN
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(1) Mr. Lavin disclaims beneficial ownership of 50,240 of these
Interests, consisting of: (i) 1,796 Interests owned by Ocean Ridge; (ii) five
Interests owned by the General Partner; (iii) 5,738 Interests owned by BKK
Financial, an Indiana corporation; and (iv) 42,701, or 90%, of the Interests
owned by ORIG.
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Item 6. Interest in Securities of the Subject Company.
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Reference is hereby made to cover pages 3-5 hereto, which are
incorporated herein by reference.
Except for the purchase of 41,652 Interests for $6.00 per Interest 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, Ocean Ridge, BKK,
ORIG, Mr. Nichols or Mr. Lavin, the Bidder or any other associate or subsidiary
of any such person.
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Item 11. Material to be Filed as Exhibits.
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The response to Item 11 of the Schedule 14D-1 is hereby supplemented
and amended as follows:
(a)(8) Press Release by the Offerors dated December 22, 1999.
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 ORIG, LLC, a Kentucky limited liability
company
By: /s/ J. D. Nichols
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J.D. Nichols,
Its: Managing Member
J. D. NICHOLS
/s/ J. D. Nichols
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J.D. Nichols
BRIAN F. LAVIN
/s/ Brian F. Lavin
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Brian F. Lavin
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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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