SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities
Exchange Act of 1934 (Amendment No. 2)
NTS-Properties VII, Ltd.
(Name of Subject Company (issuer))
NTS-Properties VII, Ltd. (Offeror and Issuer)
ORIG, LLC (Offeror and Affiliate of Issuer)
J.D. Nichols (Offeror and Affiliate of Issuer)
Brian F. Lavin (Offeror and Affiliate of Issuer)
(Names of Filing Persons(identifying status as offeror, issuer or other person))
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
62942E506
(CUSIP Number of Class of Securities)
J.D. Nichols, Managing General Partner of
NTS-Properties Associates VII and Managing Member
of 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
filing persons)
Copy to:
Michael J. Choate, Esq.
Shefsky & Froelich Ltd.
444 North Michigan Avenue, Suite 2500
Chicago, Illinois 60611
(312) 836-4066
Calculation of Filing Fee
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| Transaction Valuation: $30,000 | Amount of Filing Fee |
| 5,000 Limited Partnership Interests | $6.00 (b) |
| at $6.00 per Interest (a) | |
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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.
| | 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 or Schedule and the date of its filing.
Amount Previously Paid:______________________________ Not Applicable
Form or Registration No.:____________________________ Not Applicable
Filing Party:________________________________________ Not Applicable
Date Filed:__________________________________________ Not Applicable
| | Check box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
|X| third-party tender offer subject to rule 14d-1.
|X| issuer tender offer subject to rule 13e-4.
| | going private transaction subject to Rule 13e-3.
| | amendment to Schedule 13D under rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: | |
<PAGE>
AMENDMENT NO. 2 TO TENDER OFFER STATEMENT
ON SCHEDULE TO
INTRODUCTION
This Amendment No. 2 dated July 25, 2000 supplements and amends the
Tender Offer Statement on Schedule TO (the "Original Statement") filed with the
Securities and Exchange Commission on March 24, 2000 by NTS-Properties VII,
Ltd., a Florida limited partnership (the "Partnership") and ORIG, LLC, a
Kentucky Limited Liability Company (the "Affiliate") to purchase in the
aggregate up to 5,000 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 March 27, 2000 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 5,000 Interests at a
Purchase Price of $6.00 per Interest, and the Offer was to expire at 12:00
midnight, Eastern Standard Time, on June 27, 2000. The Partnership notified the
Limited Partners of the Offerors' intention to extend the Expiration Date of the
Offer to August 15, 2000 with a notice sent to the Limited Partners on June 23,
2000 and a press release dated June 23, 2000. The Offerors filed Amendment No. 1
to the Original Statement on June 23, 2000. A copy of the letter sent to Limited
Partners notifying them of the Offeror's extension of the Expiration Date to
August 15, 2000 and a copy of the press release dated June 23, 2000 were
included as exhibits to Amendment No. 1 to the Original Statement.
This Amendment constitutes the second amendment to the Original
Statement, as amended by Amendment No. 1, by including a copy of the Notice sent
to Limited Partners dated July 21, 2000 notifying them that the Offer will
expire on August 15, 2000. The Notice is attached hereto as Exhibit (a)(8).
Item 12. Material to be filed as Exhibits.
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Item 12 of the Schedule TO is hereby amended and supplemented by adding the
following:
(a)(8) Notice sent by the Partnership to Limited Partners dated
July 21, 2000.
2
<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: July 25, 2000 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,
Managing General Partner
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
-----------------
J. D. Nichols, individually
/s/ Brian F. Lavin
------------------
Brian F. Lavin, individually
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<PAGE>
EXHIBITS
Exhibit
Number Description
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(a)(8) Notice sent by the Partnership to Limited Partners dated
July 21, 2000.
4
<PAGE>
EXHIBIT (a)(8)
Notice Sent by the Partnership to Limited Partners dated July 21, 2000.
<PAGE>
July 21, 2000
Dear NTS-Properties VII Investor:
FINAL NOTICE
The expiration for the Offer to Purchase Interests of
NTS-Properties VII dated March 27, 2000
will expire on August 15, 2000
If all conditions to the Offer are satisfied, payment for Interests will be
mailed on or about August 21, 2000.
If you have already submitted paperwork to tender your Interests, no additional
paperwork is required. You will automatically receive payment. If you have not
submitted your paperwork and wish to do so, you have until 11:59 p.m. Eastern
Standard Time on Tuesday, August 15, 2000 to receive the offer of $6.00 per
Interest.
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 dated March 27, 2000.
If you have any questions regarding this offer, please call (800) 387-7454 or
(800) 928-1492, extension 544.
