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. 3)
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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|Previously Paid |
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[ ] 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: |X|
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AMENDMENT NO. 3 TO
TENDER OFFER STATEMENT ON SCHEDULE TO
INTRODUCTION
This Amendment No. 3 dated August 18, 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 ("ORIG") 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,
reflecting this change, 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. On July 18,
2000, the Offerors sent a letter to the Limited Partners notifying them that the
Offer was to expire on August 15, 2000. This notice was included as an exhibit
to Amendment No. 2 to the Original Statement, which was filed on July 25, 2000.
Items 1 and 4 are hereby amended and supplemented as follows:
This Amendment constitutes the third and final amendment to the
Original Statement, as amended by Amendments No. 1 and No. 2, in accordance with
Rules 13e-4(c)(4) and 14d-3(b) (2) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The Offerors exercised their right under the terms
of the Offer to purchase more than 5,000 Interests and all 39,220 Interests
tendered were accepted by the Offerors, without proration. The Partnership
repurchased 2,500 of these Interests. ORIG purchased 36,720 of these Interests.
By Press Release dated August 18, the Partnership announced: (i) that the Offer
had terminated as of August 15, 2000; and (ii) the final results of the Offer.
The Press Release is attached hereto as Exhibit (a)(9).
Item 8 is hereby amended and supplemented as follows:
After completion of the Offer, ORIG, J.D. Nichols and Brian Lavin each
beneficially own 93,956, or 17%, of the 553,236 outstanding Interests, (i)
86,417 of which are owned by ORIG, (ii) 1,796 of which are owned by Ocean Ridge,
(iii) 5,738 which are owned by BKK Financial, Inc., and (iii) 5 of which are
owned by the General Partner.
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Mr. Nichols disclaims beneficial ownership of 16,181 of these Interests
including (A) 8,642, or10%, of the Interests owned by ORIG, (B) 1,796 Interests
owned by Ocean Ridge, (C) 5,738 Interests owned by BKK Financial, Inc., and (D)
5 Interests owned by the General Partner. Mr. Lavin disclaims beneficial
ownership of 85,314 of these Interests including (A) 77,775, or 90%, of the
Interests owned by ORIG, (B) 1,796 Interests owned by Ocean Ridge, (C) 5,738
Interests owned by BKK Financial, Inc., and (D) 5 Interests owned by the General
Partner. ORIG disclaims beneficial ownership of 7,539 of these Interests
including (A) 1,796 Interests owned by Ocean Ridge, (B) 5,738 Interests owned by
BKK Financial, Inc., and (C) 5 Interests owned by the General Partner. The
address of each of these persons is 10172 Linn Station Road, Louisville,
Kentucky 40223.
Item 12 is hereby amended and supplemented as follows:
(a)(9) Press Release by Partnership dated August 18, 2000.
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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: August 18, 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
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J. D. Nichols, individually
/s/ Brian F. Lavin
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Brian F. Lavin, individually
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EXHIBITS
Exhibit
Number Description
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(a)(9) Press Release by Partnership dated August 18, 2000.
<PAGE>
EXHIBIT (a)(9)
Press Release by Partnership dated August 18, 2000.
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Louisville, Kentucky August 18, 2000. NTS-Properties VII announced
today that the issuer tender offer for up to 5,000 Limited Partnership Interests
in NTS-Properties VII, which commenced on March 27, 2000, as amended on June 23,
2000 and July 25, 2000, expired on August 15, 2000.
The final results of the Offer are as follows: As of August 15, 2000, a
total of 39,220 Interests were tendered pursuant to the Offer. The Offerors
exercised their right under the terms of the Offer to purchase more than 5,000
Interests, and all 39,220 Interests tendered were accepted by the Offerors,
without proration. NTS-Properties VII repurchased 2,500 Interests at a price of
$6.00 per Interest, pursuant to the Offer, and ORIG, LLC purchased 36,720
Interests at a price of $6.00 per Interest.
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