SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 1 TO THE
TENDER OFFER STATEMENT
(Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934)
NTS-PROPERTIES VII, LTD.
(Name of Subject Company)
ORIG, LLC
(Bidder)
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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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 23,333 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: 4.12%
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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 23,333 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: 4.12%
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10) Type of Reporting Person (See Instruction): IN
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(1) Mr. Nichols disclaims beneficial ownership of 9,118 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) 1,579, 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 Membe 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: 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 23,333 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: 4.12%
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10) Type of Reporting Person (See Instruction): IN
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(1) Mr. Lavin disclaims beneficial ownership of 21,754 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) 14,215, or 90%, of the Interests
owned by ORIG.
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AMENDMENT NO. 1 TO
TENDER OFFER STATEMENT ON SCHEDULE 14D-1
INTRODUCTION
This Amendment No. 1 dated November 2, 1999 supplements and amends the
Tender Offer Statement on Schedule 14D-1 (the "Original Statement") filed with
the Securities and Exchange Commission on September 2, 1999 by ORIG, LLC (the
"Bidder") regarding an offer of the Bidder and NTS-Properties VII, a Florida
limited partnership (the "Partnership" and, collectively with the Bidder, 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 included as exhibits to the Original Statement.
Under the terms of the Offer, the Offerors offered to purchase in the aggregate
up to 20,000 Interests at a Purchase Price of $6.00 per Interest, and the Offer
was to expire at 12:00 midnight, Eastern Standard Time, on November 30, 1999.
The Partnership notified the Limited Partners of the Offerors' intention to
extend the Expiration Date of the Offer to December 15, 1999 with a notice sent
to the Limited Partners on November 2, 1999. The Offerors also announced their
intention to extend the Expiration Date with a Press Release dated November 2,
1999.
This Amendment constitutes the first amendment to the Original
Statement. This Amendment supplements and amends the Offer to extend the
Expiration Date of the Offer to December 15, 1999. The November 2, 1999 Press
Release of the Offerors is attached hereto as Exhibit (a)(6), and the Notice
which was sent to the Limited Partners by the Partnership on November 2, 1999 is
attached hereto as Exhibit (a)(7).
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
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The purpose of the Offer is to provide Limited Partners who desire to
liquidate some or all of 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 it is unlikely that one will develop
in the future. 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 Bidder will be held by
the Bidder. 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, but is conditioned on, among other things, the absence
of certain adverse conditions described in Section 6, "Certain Conditions of the
Offer." The Offer will not be consummated, if,
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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.
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 Bidder 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, or if the Offerors act in accordance with (i)
and (ii), above, but the Offer remains oversubscribed, then the Offerors will
accept Interests tendered on or before the Expiration Date (defined below) for
payment on a pro rata basis. In this case, 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 December 15, 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
Bidder, 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 Bidder may,
each in its sole discretion, extend the Offer by providing the Limited Partners
with written notice of the extension.
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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)(6) Press Release by the Partnership and the Bidder dated November
2, 1999.
(a)(7) Notice sent by Partnership to Limited Partners dated November
2, 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: November 2, 1999 ORIG, LLC,
a Kentucky limited liability company.
By: /s/ J. D. Nichols
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J.D. Nichols,
Managing Member
/s/ J. D. Nichols
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J. D. Nichols, individually
/s/ Brian F. Lavin
------------------
Brian F. Lavin, individually
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EXHIBITS
Exhibit
Number Description
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(a)(6) Press Release by the Partnership and the Bidder dated November 2,
1999
(a)(7) Notice sent by Partnership to Limited Partners dated November 2,
1999
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EXHIBIT (a)(6)
Press Release by the Partnership and the Bidder dated November 2, 1999
<PAGE>
NTS-PROPERTIES VII ANNOUNCES EXTENTION OF EXPIRATION DATE FOR TENDER OFFER
Louisville, Kentucky, November 2, 1999. NTS-Properties VII and an Affiliate
announced today the extension of the expiration date of the outstanding issuer
tender that is scheduled to expire November 30, 1999.
The new expiration date of the offer will be December 15, 1999. The original
tender offer to purchase up to 20,000 Limited Partnership Interests at $6.00 per
interest commenced on September 2, 1999. Until December 15, 1999, NTS-Properties
VII and the Affiliate will accept a total of up to 20,000 Limited Partnership
Interest tendered pursuant to the terms and conditions of the Offer at the price
of $6.00 per interest.
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EXHIBIT (a)(7)
Notice Sent by the Partnership to Limited Partners dated November 2, 1999
<PAGE>
NTS-Properties Associates VII
10172 Linn Station Road
Louisville, KY 40223
November 2, 1999
Dear NTS-Properties VII Investor:
The expiration date for the Offer to Purchase interests of
NTS-Properties VII
has been extended to December 15, 1999!
The Partnership and the Affiliate have amended their Offer to Purchase, dated
September 2, 1999, extending the expiration date to December 15, 1999. Payment
for units will be mailed on or about December 21, 1999.
If you have already submitted paperwork to tender your units, no additional
paperwork is required. You will automatically receive payment.
The expiration date of December 15, 1999 should allow more than enough time to
complete the transactions before the end of the year. Therefore, if you have
elected to tender your units, your 1999 Schedule K-1 should be your final K-1.
Except as set forth in this notice, the terms and conditions set forth in the
Offer to Purchase and the related Letter of Transmittal are applicable in all
respects to the Offer. This notice should be read in conjunction with the Offer
to Purchase and the Letter of Transmittal.
If you have any questions regarding this offer, please call (800) 387-7454 or
(800) 928-1492, extension 544.
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