SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------------------
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
(Amendment No. 1)
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
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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. 1 TO TENDER OFFER STATEMENT
ON SCHEDULE TO
INTRODUCTION
This Amendment No. 1 dated June 23, 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.
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 August 15, 2000;
Expand the definition of Offerors to include Mr. J.D. Nichols and Mr. Brian
F. Lavin, each an affiliate of the issuer;
Clarify the withdrawal rights discussed under Item 4 of Schedule TO; and
Include the Financial Statements of ORIG, LLC under Item 10 of Schedule TO.
The June 23, 2000 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 June 23, 2000 is attached hereto as Exhibit (a)(7).
Information in the Offer to Purchase is incorporated herein by reference.
Item 2. Subject Company Information
(a) The name of the subject company is NTS-Properties VII, Ltd., a Florida
limited partnership (the "Partnership"). The Partnership's principal executive
offices are located at 10172 Linn Station Road, Louisville, Kentucky 40223 and
its telephone number is (502) 426-4800.
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<PAGE>
(b) This Schedule TO relates to an Offer to Purchase dated March 27, 2000
(the "Offer") by the Partnership, ORIG, LLC, a Kentucky limited liability
company and affiliate of the Partnership, J.D. Nichols, a managing member of
ORIG, LLC and an affiliate of the Partnership and Brian F. Lavin, a managing
member of ORIG, LLC and an affiliate of the Partnership (each an "Affiliate" and
collectively, the "Affiliates"), to purchase up to 5,000 limited partnership
interests in the Partnership ("Interests"). As of February 29, 2000, the
Partnership had 555,736 outstanding Interests held by 1,109 holders of record.
(c) There is currently no established trading market for the Interests.
Item 3. Identity and background of filing person.
(a) The Filing Persons for this Schedule TO are the Partnership, which is
also the subject company, and the Affiliates (collectively, the "Offerors").
Each of the Affiliates are considered bidders as that term is defined in Rule
14d-1(g)(2) of the Securities Exchange Act of 1934 (the "Act"). The following
table names each person specified in Instruction C to Schedule TO. The business
address and telephone number of each person specified in the following table is
10172 Linn Station Road, Louisville, Kentucky 40223, (502) 426-4800.
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| Name | Position / Relationship to Filing Persons |
--------------------------------------------------------------------------------
| NTS-Properties Associates VII | General Partner of the Partnership |
--------------------------------------------------------------------------------
| NTS Capital Corporation | Corporate General Partner of NTS- |
| | Properties Associates VII |
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| J.D. Nichols | Chairman of the Board and Sole Director of |
| | NTS Capital Corporation and Managing |
| | Member of ORIG, LLC |
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| Brian F. Lavin | President and Chief Operating Officer of NTS |
| | Capital Corporation and Managing Member |
| | of ORIG, LLC |
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| Gregory A. Wells | Senior Vice President and Chief Financial |
| Officer of NTS Capital Corporation |
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(b) The principal business of ORIG, LLC ("ORIG") is to invest in entities
that own commercial and residential real estate. ORIG is a Kentucky limited
liability company. During the past five years, ORIG has not been the subject of
any criminal proceedings. During the past five years, ORIG was not a party to a
judicial or administrative proceeding that resulted in a judgment, decree or
final order enjoining future violations of, or prohibiting activities subject
to, federal or state securities laws or finding any violations of such laws.
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<PAGE>
NTS-Properties Associates VII, a Kentucky limited partnership, is the
general partner of the Partnership (the "General Partner"). During the past five
years, the General Partner has not been the subject of any criminal proceedings.
During the past five years, the General Partner was not a party to a judicial or
administrative proceeding that resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject to, federal or
state securities laws or finding any violations of such laws.
NTS Capital Corporation, a Kentucky corporation, is the corporate general
partner of the General Partner. During the past five years, NTS Capital
Corporation has not been the subject of any criminal proceedings. During the
past five years, NTS Capital Corporation was not a party to a judicial or
administrative proceeding that resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting activities subject to, federal or
state securities laws or finding any violations of such laws.
(c) J.D. Nichols:
-------------
(1)-(2) During the past 5 years, Mr. Nichols has served as Chairman of
the Board of Directors of NTS-Development Company, a real estate
development corporation and a wholly-owned subsidiary of NTS
Corporation. Mr. Nichols is the Chairman of the Board of NTS Capital
Corporation, the corporate general partner of the General Partner. Mr.
Nichols serves as the managing general partner of the General Partner.
Mr. Nichols is also a managing member of ORIG. The address of
NTS-Development Company, NTS Capital Corporation, and NTS-Properties
Associates VII is 10172 Linn Station Road, Louisville, Kentucky 40223.
(3) Mr. Nichols has not been the subject of any criminal proceedings.
(4) During the past five years, Mr. Nichols was not a party to a
judicial or administrative proceeding that resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any
violations of such laws.
(5) Mr. Nichols is a citizen of the United States.
Brian F. Lavin:
---------------
(1)-(2) Since February, 1999, Mr. Lavin has served as President and
Chief Operating Officer of NTS-Development Company and NTS Capital
Corporation. From July, 1997 through February, 1999, Mr. Lavin served
as Executive Vice President of NTS-Development Company and NTS Capital
Corporation. Mr. Lavin is also a managing member of ORIG. The address
of NTS-Development Company, NTS Capital Corporation, and the General
Partner is 10172 Linn Station Road, Louisville, Kentucky 40223. Prior
to July, 1997, Mr. Lavin served as the Executive
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Vice President of Paragon Group, Inc. The address of Paragon Group,
Inc., is 7557 Rambler Road, Dallas, Texas, 75231.
(3) Mr. Lavin has not been the subject of any criminal proceedings.
(4) During the past five years, Mr. Lavin was not a party to a
judicial or administrative proceeding that resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any
violations of such laws.
(5) Mr. Lavin is a citizen of the United States.
Gregory A. Wells:
-----------------
(1)-(2) Since July, 1999, Mr. Wells has served as Senior Vice
President and Chief Financial Officer of NTS-Development Company and
NTS Capital Corporation. The address of NTS-Development Company and
NTS Capital Corporation is 10172 Linn Station Road, Louisville,
Kentucky 40223. From January, 1995 until May, 1998, Mr. Wells served
as Vice President and Treasurer of Hokanson Construction. From May,
1998 through July, 1999, Mr. Wells served as Chief Financial Officer
of Hokanson Companies, Inc. The principal business of Hokanson
Construction is construction of commercial buildings and residences
and the principal business of Hokanson Companies, Inc., is property
management. The address of Hokanson Construction and Hokanson
Companies, Inc., is 107 North Pennsylvania Street, Indianapolis,
Indiana 46204.
(3) Mr. Wells has not been the subject of any criminal proceedings.
(4) During the past five years, Mr. Wells was not a party to a
judicial or administrative proceeding that resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any
violations of such laws.
(5) Mr. Wells is a citizen of the United States.
Item 4. Terms of the transaction.
(a)(1)(vii) Any Limited Partner tendering Interests pursuant to this Offer
may withdraw the tender at any time prior to the Expiration Date. If a Limited
Partner's tendered Interests have not been accepted by the Offerors on or
following the Expiration Date, the Limited Partner may withdraw the tender at
any time prior to acceptance of the tendered Interests by the Offerors.
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<PAGE>
(b) Securities will not be purchased from officers, director or affiliates
of the subject company.
Item 5. Past contracts, transactions, negotiations and agreements.
(a) NTS-Development Company, an affiliate of the General Partner, directs
the management of the Partnership's properties pursuant to a written agreement
(the "Management Agreement") between NTS Development Company and the
Partnership. Mr. Nichols has a controlling interest in NTS Capital Corporation
and is a general partner of the General Partner. Under the agreement, NTS
Development Company establishes rental policies and rates and directs the
marketing activity of leasing personnel. It also coordinates the purchase of
equipment and supplies, maintenance activity and the selection of all vendors,
suppliers and independent contractors.
Pursuant to the Management Agreement, property management fees of $76,514
(nine months ended September 30, 1999) and $101,354(1998) were paid to
NTS-Development Company. The fee is equal to 5% of gross revenues from
residential properties and 6% of gross revenues from commercial properties. Also
pursuant to the Management Agreement, NTS-Development Company will receive a
repair and maintenance fee equal to 5.9% of costs incurred which relate to
capital improvements. The Partnership has paid NTS-Development Company repair
and maintenance fees of $4,295 (nine months ended September 30, 1999) and $1,410
(1998). These charges include items which have been expensed as operating
expenses - affiliated or professional and administrative expenses and items
which have been capitalized as other assets or as land, buildings and amenities.
Pursuant to the Management Agreement, the Partnership paid NTS-Development
Company the following amounts for the nine months ended September 30, 1999 and
for the year ended December 31, 1998. These charges included items which have
been expensed as operating expenses - affiliated or professional and
administrative expenses and items which have been capitalized as other assets or
as land, building and amenities.
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<PAGE>
Nine Months
Ended
09/30/99 1998
-------- --------
Leasing $30,049 $46,636
Administrative 114,710 106,476
Property 106,202 189,491
Manager
Other 226 1,570
-------- --------
$251,187 $344,173
======== ========
The Management Agreement requires the Partnership to purchase all insurance
relating to the managed properties, to pay the direct out-of-pocket expenses of
NTS- Development Company in connection with the operation of the properties,
including the cost of goods and materials used for and on behalf of the
Partnership, and to reimburse NTS- Development Company for the salaries,
commissions, fringe benefits, and related employment expenses of on-site
personnel.
The initial term of the Management Agreement was five years, and thereafter
for succeeding one-year periods, unless canceled by either party upon sixty days
written notice. As of June 23, 2000, the Management Agreement is still in
effect.
On May 20, 1998, Mr. Nichols purchased from a third party bank a $1,950,000
promissory note made by NTS Corporation, an affiliate of the Partnership, in
favor of the bank. On May 21, 1998, Mr. Nichols assigned all of his right, title
and interest in this promissory note to NTS Financial Partnership, a Kentucky
general partnership ("NTS Financial"), as a capital contribution thereto. On
September 17, 1999, Mr. Nichols received a return of capital from NTS Financial
in the amount of $50,000, and used such funds to make a capital contribution to
ORIG.
In the past two years, Mr. Nichols has received the following returns of
capital from NTS Financial, an affiliate of the Partnership, on the dates set
forth in the table below. Mr. Nichols used these funds to pay third party
obligations.
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January 5, 2000 $164,121.62
October 18, 1999 $100,000.00
October 15, 1999 $225,739.00
June 30, 1999 $119,154.86
August 27, 1998 $280.079.33
August 25, 1998 $269,105.83
August 10, 1998 $146,000.00
August 5, 1998 $209,370.17
June 30, 1998 $119,079.33
In the past two years, Mr. Nichols has received the following returns of
capital from NTS Financial on the dates set forth in the table below. Mr.
Nichols used such funds to make a capital contribution to ORIG to purchase
limited partnership interests in the entities listed below.
January 4, 2000 $220,000 NTS-Properties V
December 28, 1999 $320,000 NTS-Properties VI
December 21, 1999 $191,750 The Partnership
December 15, 1999 $404,897 NTS-Properties III and
NTS-Properties IV
October 7, 1999 $852,000 The Partnership
April 5, 1999 $109,000 NTS-Properties III.
March 11, 1999 $ 96,000 NTS-Properties IV
February 24, 1999 $137,000 NTS-Properties IV
March 11, 1999 $ 96,000 The Partnership
In the past two years, Mr. Nichols has also received the following funds
from NTS Financial, which were not a return of capital, but were undistributed
profits from private affiliates of NTS Financial. These funds were used to pay
taxes.
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January 1, 1999 $297,500
January 1, 1999 $ 56,000
April 19, 1999 $715,000
January 18, 2000 $251,000
Since January 1, 1998, Mr. Nichols has personally guaranteed various loans
made to the Partnership's affiliates, including both publicly-held affiliates
and privately-held affiliates. As of December 31, 1998, Mr. Nichols had
outstanding personal guarantees totaling approximately $26,898,000 on aggregate
loan balances of approximately $32,000,000, secured by properties with an
aggregate book value of approximately $33,000,000. In October, 1998, Mr. Nichols
and Mr. Lavin each personally guaranteed $3,250,000 of a loan made to a
privately-held affiliate of the Partnership secured by a property, the book
value of which is $10,000,000. In December, 1999, Mr. Nichols and Mr. Lavin each
personally guaranteed a $2,000,000 loan to ORIG from Community Trust Bank, N.A.
in the following amounts: (1) Mr. Nichols guaranteed 75% of all indebtedness of
ORIG or $1,500,000, whichever is less; and (2) Mr. Lavin guaranteed 25% of all
indebtedness of ORIG or $500,000, whichever is less.
(b) On March 12, 1999, ORIG and the Partnership purchased an aggregate of
25,794 Interests from Limited Partners for $6 per Interest pursuant to a joint
offer to purchase Interests. The Partnership purchased 10,000 of these
Interests. ORIG purchased 15,794 of these Interests. Mr. Nichols disclaims
beneficial ownership of 1,579, or 10%, of the Interests purchased by ORIG; Mr.
Lavin disclaims beneficial ownership of 14,215, or 90%, of the Interests
purchased by ORIG.
On November 30, 1999, ORIG and the Partnership purchased an aggregate of
41,652 Interests from Limited Partners for $6 per Interest pursuant to a joint
offer to purchase Interests. The Partnership purchased 10,000 of these
Interests. ORIG purchased 31,652 of these Interests. Mr. Nichols disclaims
beneficial ownership of 3,165, or 10%, of the Interests purchased by ORIG; Mr.
Lavin disclaims beneficial ownership of 28,487, or 90%, of the Interests
purchased by ORIG.
On December 31, 1998, ORIG and NTS-Properties III purchased an aggregate of
729 limited partnership interests of NTS-Properties III from limited partners
for $250 per interest pursuant to a joint offer to purchase interests.
NTS-Properties III purchased 500 of these interests. ORIG purchased 229 of these
interests. Mr. Nichols disclaims beneficial ownership of 23, or 10%, of the
interests purchased by ORIG; Mr. Lavin disclaims beneficial ownership of 206, or
90%, of the interests purchased by ORIG.
On December 8, 1999, ORIG and NTS-Properties III purchased an aggregate of
938 limited partnership interests of NTS-Properties III from limited partners
for $250 per interest pursuant to a joint offer to purchase interests.
NTS-Properties III purchased 500 of these interests. ORIG purchased 438 of these
interests. Mr. Nichols disclaims beneficial ownership of 44, or 10%, of the
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interests purchased by ORIG; Mr. Lavin disclaims beneficial ownership of 394, or
90%, of the interests purchased by ORIG.
On February 19, 1999, ORIG and NTS-Properties IV purchased an aggregate of
1,259 limited partnership interests of NTS-Properties IV from limited partners
for $205 per interest pursuant to a joint offer to purchase interests.
NTS-Properties IV, purchased 600 of these interests. ORIG purchased 659 of these
interests. Mr. Nichols disclaims beneficial ownership of 66, or 10%, of the
interests purchased by ORIG; Mr. Lavin disclaims beneficial ownership of 593, or
90%, of the interests purchased by ORIG.
On December 8, 1999, ORIG and NTS-Properties IV purchased an aggregate of
2,245 limited partnership interests of NTS-Properties IV from limited partners
for $205 per interest pursuant to a joint offer to purchase interests.
NTS-Properties IV purchased 500 of these interests. ORIG purchased 1,745 of
these interests. Mr. Nichols disclaims beneficial ownership of 175, or 10%, of
the interests purchased by ORIG; Mr. Lavin disclaims beneficial ownership of
1,570, or 90%, of the interests purchased by ORIG.
On February 5, 1999, ORIG and NTS-Properties V purchased an aggregate of
2,458 limited partnership interests of NTS-Properties V from limited partners
for $205 per interest pursuant to a joint offer to purchase interests.
NTS-Properties V purchased 600 of these interests. ORIG purchased 1,858 of these
interests. Mr. Nichols disclaims beneficial ownership of 186, or 10%, of the
interests purchased by ORIG; Mr. Lavin disclaims beneficial ownership of 1,672,
or 90%, of the interests purchased by ORIG.
On September 30, 1999, NTS-Properties V purchased 2,523 limited partnership
interests of NTS-Properties V from limited partners for $205 per interest
pursuant to an offer to purchase interests.
On December 31, 1999, ORIG and NTS-Properties V purchased an aggregate of
1,196 limited partnership interests of NTS-Properties V from limited partners
pursuant to a joint offer to purchase interests. The original offering price was
$215 per interest which was increased to $230 per interest on December 20, 1999.
NTS-Properties V purchased 250 of these interests. ORIG purchased 946 of these
interests. Mr. Nichols disclaims beneficial ownership of 95, or 10%, of the
interests purchased by ORIG; Mr. Lavin disclaims beneficial ownership of 851, or
90%, of the interests purchased by ORIG.
On January 18, 1999, ORIG and NTS-Properties VI purchased an aggregate of
2,103 limited partnership interests of NTS- Properties VI from limited partners
for $350 per interest pursuant to a joint offer to purchase interests.
NTS-Properties VI purchased 750 of these interests. ORIG purchased 1,353 of
these interests. Mr. Nichols disclaims beneficial ownership of 135, or 10%, of
the interests purchased by ORIG; Mr. Lavin disclaims beneficial ownership of
1,218, or 90%, of the interests purchased by ORIG.
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On September 30, 1999, ORIG and NTS-Properties VI purchased an aggregate of
2,801 limited partnership interests of NTS-Properties VI from limited partners
at $370 per interest pursuant to a joint offer to purchase interests.
NTS-Properties VI purchased 500 of these interests. ORIG purchased 2,301 of
these interests. Mr. Nichols disclaims beneficial ownership of 230, or 10% of
the interests purchased by ORIG; Mr. Lavin disclaims beneficial ownership of
2,071, or 90%, of the interests purchased by ORIG.
On December 23, 1999, ORIG and NTS-Properties VI purchased an aggregate of
1,085 limited partnership interests of NTS-Properties VI from limited partners
at $380 per interest pursuant to a joint offer to purchase interests.
NTS-Properties VI purchased 250 of these interests. ORIG purchased 835 of these
interests. Mr. Nichols disclaims beneficial ownership of 109, or 10%, of the
interests purchased by ORIG; Mr. Lavin disclaims beneficial ownership of 976, or
90%, of the interests purchased by ORIG.
The Partnership, BKK Financial, Inc., an Indiana corporation ("BKK") (which
is wholly- owned by Mr. Nichols' wife, Barbara, and two majority-age daughters,
and of which Mr. Nichols is the Chairman of the Board) and Ocean Ridge
Investments, Ltd., a Florida limited partnership ("Ocean Ridge"), (of which Mrs.
Nichols is the sole limited partner and of which BKK is the general partner)
have purchased Interests from time to time. Since January 1, 1996, Ocean Ridge
and BKK have purchased 7,534 Interests at prices ranging from $4.00 to $6.00 per
Interest. Mr. Nichols and Mr. Lavin disclaim beneficial ownership of each of
these Interests. The General Partner owns five Interests. Mr. Nichols and Mr.
Lavin disclaim beneficial ownership of each of these Interests.
ORIG purchased Interests in the Partnership and also purchased limited
partnership interests in limited partnerships affiliated with the Partnership
pursuant to an Agreement, Bill of Sale and Assignment dated February 10, 2000,
by and among ORIG and four investors in the Partnership (the "Purchase
Agreement") for an aggregate purchase price of $900,000. ORIG paid these
investors a premium above the purchase price previously offered for limited
partnership interests pursuant to prior tender offers because this purchase
allowed ORIG to purchase a substantial number of limited partnership interests
without incurring the significant expenses involved with a tender offer.
Pursuant to the Purchase Agreement, ORIG purchased the following Interests in
the Partnership and limited partnership interests in limited partnerships
affiliated with the Partnership:
An aggregate of 2,251 Interests in the Partnership from one of the
investors for total consideration of $15,082, or an average price of $6.70
per Interest.
An aggregate of 135 limited partnership interests in NTS-Properties III
from two of the investors for total consideration of $38,676, or an average
price of $286.49 per interest.
An aggregate of 565 limited partnership interests in NTS-Properties IV from
three of the investors for total consideration of $136,629, or an average
price of $241.82 per interest.
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An aggregate of 1,604 limited partnership interests in NTS-Properties V
from three of the investors for total consideration of $425,949, or an
average price of $265.55 per interest.
An aggregate of 675 limited partnership interests in NTS-Properties VI from
two of the investors for total consideration of $281,128, or $416.49 per
interest.
An aggregate of 2,536 limited partnership interests in NTS-Properties Plus,
Ltd., from three of the investors for total consideration of $2,536 or an
average purchase price of $1.00 per interest.
Item 6. Purposes of the transaction and plans or proposals.
(c)(1) Neither the Partnership, the General Partner, NTS Capital
Corporation, ORIG, Mr. Nichols nor Mr. Lavin has any plans or proposals that
relate to or would result in an extraordinary corporate transaction, such as a
merger, reorganization or liquidation involving the Partnership.
(c)(2) Neither the Partnership, the General Partner, NTS Capital
Corporation, ORIG, Mr. Nichols nor Mr. Lavin has any plans, proposals or
negotiations that relate to or would result in an any purchase, sale or transfer
of a material amount of assets of the Partnership.
(c)(3) Neither the Partnership, the General Partner, NTS Capital
Corporation, ORIG, Mr. Nichols nor Mr. Lavin has any plans, proposals or
negotiations that relate to or would result in any material change in the
present distribution policy or indebtedness or capitalization of the
Partnership.
(c)(4) Neither the Partnership, the General Partner, NTS Capital
Corporation, ORIG, Mr. Nichols nor Mr. Lavin has any plans or proposals that
relate to or would result in any other material change in the Partnership's
management.
(c)(5) Neither the Partnership, the General Partner, NTS Capital
Corporation, ORIG, Mr. Nichols nor Mr. Lavin has any plans, proposals or
negotiations that relate to or would result in any other material change in the
Partnership's structure or business.
(c)(6) Item (c)(6) of this Item 6 is not applicable to the Partnership
because its securities are not listed on a national securities exchange and are
not authorized to be quoted on an inter- dealer quotation system of a registered
national securities association.
(c)(7) Neither the Partnership, the General Partner, NTS Capital
Corporation, ORIG, Mr. Nichols nor Mr. Lavin has any plans, proposals or
negotiations that relate to or would result in a class of equity securities of
the Partnership becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act.
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(c)(8) Neither the Partnership, the General Partner, NTS Capital
Corporation, ORIG, Mr. Nichols nor Mr. Lavin has any plans, proposals or
negotiations that relate to or would result in the suspension of the
Partnership's obligation to file reports under Section 15(d) of the Act.
(c)(9) Neither the Partnership, the General Partner, NTS Capital
Corporation, ORIG, Mr. Nichols nor Mr. Lavin has any plans, proposals or
negotiations that relate to or would result in the acquisition by any person of
additional Interests of the Partnership, or the disposition of Interests of the
Partnership.
(c)(10) Neither the Partnership, the General Partner, NTS Capital
Corporation, ORIG, Mr. Nichols nor Mr. Lavin has any plans, proposals or
negotiations that relate to or would result in any changes in the Partnership's
governing instruments that could impede the acquisition or control of the
Partnership.
Item 8. Interest in securities of the subject company.
(a) Each of the Affiliates beneficially own 57,236, or 10.3% of the
outstanding Interests, (i) 49,697 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) five of which are owned by the General Partner. Mr. Nichols
disclaims beneficial ownership of 12,504 of these Interests. Mr. Lavin disclaims
beneficial ownership of 52,266 of these Interests. ORIG disclaims beneficial
ownership of 7,539 of these Interests. The address of each of these persons is
10172 Linn Station Road, Louisville, Kentucky 40223.
Item 9. Persons/assets, retained, employed, compensated or used.
None.
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Item 10. Financial statements.
<TABLE>
ORIG, LLC
Balance Sheet: April 30, 2000
<CAPTION>
NUMBER OF INTERESTS AVERAGE COST AMOUNT TOTAL
------------------- ------------ ------ -----
ASSETS
<S> <C> <C> <C> <C>
Cash $ 3,619.75
INVESTMENTS (Stated at Cost)
-----------
NTS Properties III 1,253.00 255.93 320,676.00
NTS Properties IV 3,068.00 212.45 651,794.00
NTS Properties V 4,447.00 232.38 1,033,389.00
NTS Properties VI 5,224.00 372.50 1,945,948.00
NTS Properties VII 6.03 301,258.00
NTS Properties Plus 1.00 14,586.00 4,267,651.00
-------------
TENDER OFFER
ACQUISITION COSTS
-----------------
NTS Properties III 23,110.94
NTS Properties IV 30,641.17
NTS Properties V 41,817.17
NTS Properties VI 74,907.65
NTS Properties VII 24,636.46
NTS Properties Plus 0.00 195,113.69
------------- -------------
TOTAL ASSETS $4,466,384.44
=============
LIABILITIES
-----------
Note Payable - Community 1,000,000.00 1,000,000.00
EQUITY
------
Capital Contributions - JDN 3,190,275.00
Capital Contributions - BFL 225,000.00
Retained Earnings - Prior Year 57,416.60
Retained Earnings - Current Year (6,307.16) 3,466,384.44
------------- -------------
TOTAL LIABILITIES &
-------------------
EQUITY $4,466,384.44
------ =============
</TABLE>
14
<PAGE>
<TABLE>
ORIG, LLC
Statement of Income and Expenses
For the Period Ended April 30, 2000
<CAPTION>
APRIL Y - T- D
-------- --------
<S> <C> <C>
Revenues
Distributions:
NTS Properties VI $ 0.00 $ 0.00
NTS Properties VII 0.00 4,869.65
Total Revenues $ 16,142.15
-------------- -------------
Expenses
Filing Fees 0.00 2,800.00
Interest 0.00 19,649.31
Legal Fees 0.00 0.00
Miscellaneous 0.00 0.00
$ 22,449.31
Net Profit $ 0.00 $ (6,307.16)
---------- ============= =============
</TABLE>
15
<PAGE>
Item 11. Additional information.
(a) None.
(b) None.
Item 12. Material to be filed as Exhibits.
(a) (6) Press Release by the Offerors, dated June 23, 2000.
(a) (7) Notice sent by the Partnership to Limited Partners dated
June 23, 2000.
Item 13. Information required by Schedule 13E-3.
Not Applicable.
16
<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: June 23, 2000 NTS-PROPERTIES VII, LTD., a Florida limited
partnership
By: NTS-PROPERTIES ASSOCIATES VII,
General Partner
By:
----------------------------------------
J.D. Nichols, Managing General Partner
ORIG, LLC, a Kentucky limited liability
company.
By: /s/ J. D. Nichols
----------------------------------------
J.D. Nichols, Managing Member
/s/ J. D. Nichols
----------------------------------------
J. D. Nichols, individually
/s/ Brian F. Lavin
----------------------------------------
Brian F. Lavin, individually
NTS VII-Amendment.wpd
17
<PAGE>
EXHIBITS
Exhibit
Number Description
------ -----------
(a)(6) Press Release by the Offerors, dated June 23, 2000.
(a)(7) Notice sent by the Partnership to Limited Partners dated
June 23, 2000.
<PAGE>
EXHIBIT (a)(6)
Press Release by the Offerors dated June 23, 2000.
<PAGE>
NTS-PROPERTIES VII ANNOUNCE EXTENSION OF TENDER OFFER
Louisville, Kentucky, June 23, 2000. NTS-Properties VII and ORIG, LLC
announced today that they have extended until August 15, 2000 the currently
outstanding tender offer for NTS Properties VII Limited Partnership Interests.
The price per interest is $6.00. The original tender offer to purchase up to
5,000 Limited Partnership Interests at $6.00 per Interest commenced on March 27,
2000 and was scheduled to expire June 27, 2000.
Until 11:59 p.m. Eastern Standard Time on Tuesday, August 15, 2000,
NTS-Properties VII and ORIG, LLC will accept Partnership Interests tendered
pursuant to the terms and conditions of the offer at the price of $6.00 per
interest.
<PAGE>
EXHIBIT (a)(7)
Notice Sent by the Partnership to Limited Partners dated June 23, 2000.
NTS VII-Amendment.wpd
<PAGE>
(LOGO)
--------------------------------------------------------------------------------
NTS-Properties Associates VII
10172 Linn Station Road
Louisville, Kentucky 40223
(502) 426-4800
June 23, 2000
Dear NTS-Properties VII Investor:
The expiration date for the Offer to Purchase Interests of
NTS-Properties VII
Has been extended to August 15, 2000
The Partnership and the Affiliate have amended their Offer to Purchase, dated
March 27, 2000, extending the expiration date to August 15, 2000. 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
paper work 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.
If you have any questions regarding this offer, please call (800) 387-7454 or
(800) 928-1492, extension 544.
