SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
AMENDMENT NO. 2 TO THE
ISSUER TENDER OFFER STATEMENT
(FINAL AMENDMENT)
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
NTS-PROPERTIES VII, LTD.
(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
December 7 1998
(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 March 12, 1999 supplements and amends the
Issuer Tender Offer Statement on Schedule 13E-4, as amended on February 9, 1999,
(the "Original Statement") filed with the Securities and Exchange Commission on
December 7, 1998 by NTS Properties VII, Ltd. (the "Partnership") and ORIG, LLC,
a Kentucky limited liability company, (the "Affiliate" and, collectively with
the Partnership, the "Offerors") regarding the Offerors' offer to purchase in
the aggregate up to 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 December 7, 1998 and
the related Letter of Transmittal (which together constitute the "Offer") were
incorporated by reference in the Original Statement.
Under the terms of the Offer, the Offer expired at 12:00 midnight,
Eastern Standard Time, on March 6, 1999. As of March 6, 1999 a total of 25,794
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 25,794 Interests tendered were accepted by the Offerors, without
proration. The Partnership repurchased 10,000 of these Interests. The Affiliate
purchased 15,794 of these Interest. By Press Release dated March 12, 1999, the
Offerors announced: (i) that the Offer had terminated as of March 6, 1999, as
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 25,794 Interests by the Offerors for $6 per
Interest as of March 6, 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.
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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)(7) Press Release by the Offerors dated March 12, 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: March 12, 1999 NTS-PROPERTIES VII, LTD., a Florida limited
partnership
By: NTS-PROPERTIES ASSOCIATES VII,
General Partner
By: /s/ J. D. Nichols
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J.D. Nichols,
Its: Managing General Partner
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EXHIBITS
Exhibit
Number Description
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(a)(7) Press Release by the Offerors dated March 12, 1999
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Exhibit (a)(7)
Press Release by the Offerors dated March 12, 1999.
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NTS-PROPERTIES VII, LTD. AND ORIG, LLC
ANNOUNCE EXPIRATION OF TENDER OFFER.
Louisville, Ky. March 12, 1999. NTS-Properties VII, Ltd. and ORIG, LLC
announced today that the issuer tender offer for up to 20,000 Limited
Partnership Interests in NTS-Properties VII, Ltd., which commenced on December
7, 1998, expired on March 6, 1999.
The final results of the Offer are as follows: On March 6, 1998, a
total of 25,794 Interests were 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 of the 25,794 Interests were accepted by the Offerors.
NTS-Properties VII, Ltd. repurchased 10,000 Interests at a price of $6 per
Interest pursuant to the Offer, and ORIG, LLC purchased 15,794 Interests at a
price of $6 per Interest pursuant to the Offer.
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