SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement
under Section 14(d)(4)
of the Securities Exchange Act of 1934
NTS-Properties Plus Ltd.
(Name of Subject Company)
NTS-Properties Plus Ltd.
(Names of Person Filing Statement)
LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
629421108
(CUSIP Number of Class of Securities)
J.D. Nichols, Managing General Partner
of
NTS-PROPERTIES PLUS ASSOCIATES
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 person)
Copy to:
Mark R. Borrelli
Shefsky & Froelich Ltd.
444 North Michigan Avenue, Suite 2500
Chicago, Illinois 60611
(312) 836-4014
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Item 1. Subject Company Information
(a) The name of the subject company is NTS-Properties Plus 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.
(b) The subject class of equity securities is limited partnership
interests in the Partnership (the "Interests"). As of the date of this Offer,
the Partnership had 643,650 outstanding Interests held by 988 holders of record.
Item 2. Identity and Background of Filing Persons.
(a) The name and business address of the Partnership, which is the
person filing this Schedule 14D-9, are set forth in Item 1 above.
(d) This Schedule 14D-9 relates to an Offer to Purchase dated November
30, 2000 (the "Offer to Purchase") by ORIG, LLC, a Kentucky limited liability
company and affiliate of the Partnership (the "Offeror"), to purchase for cash
up to 611,266 Interests from limited partners that are not affiliates of the
Partnership or the Offeror (the "Limited Partners"), at a price of $1.15 per
Interest, subject to the terms and conditions set forth in the Offer to Purchase
and the related Letter of Transmittal (which, together with any amendments or
supplements thereto, constitute the "Offer") included as exhibits to a Schedule
TO (the "Schedule TO") filed by the Offeror on November 30, 2000. The Offer to
Purchase and the Letter of Transmittal have been included as Exhibit (a)(1)(i)
and (a)(1)(ii) hereto, respectively, and each is incorporated herein by
reference where specifically indicated.
Item 3. Past Contracts, Transactions, Negotiations and Agreements.
Information contained in Part I, Section 5 of the Offer to Purchase is
incorporated herein by this reference.
Item 4. The Solicitation or Recommendation.
(a) NTS-Properties Plus Associates, a Kentucky limited partnership (the
"General Partner") is recommending that the Limited Partners tender their
Interests pursuant to the Offer.
(b)-(c) Information contained in Part I, Sections 1 and 2 of the Offer
to Purchase is incorporated herein by this reference.
Item 5. Persons/Assets, Retained, Employed, Compensated or Used.
(a) Information contained in Part II, Section 14 of the Offer to
Purchase is incorporated herein by this reference.
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Item 6. Interest in Securities of the Subject Company.
(b) Information contained in Part II, Section 12 of the Offer to
Purchase is incorporated herein by this reference.
Item 7. Purpose of the Transaction and Plans or Proposals.
(d)(1)(i) The Partnership is not currently undertaking or engaged in
any negotiations in response to the Offer that relate to a tender offer or other
acquisition of Interests by the Partnership, or any other person.
(d)(1)(ii) The Partnership is not currently undertaking or engaged in
any negotiations in response to the Offer that relate to:
o any plans, proposals or negotiations that relate to or would
result in any extraordinary transactions such as a merger,
reorganization or liquidation, involving the Partnership; or
o any plans, proposals or negotiations that relate to or would
result in any purchase, sale or transfer of a material amount of
assets of the Partnership; or
o 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.
(d)(2) Not Applicable.
Item 8. Additional Information.
(b) None.
Item 9. Material to be Filed as Exhibits.
(a)(1)(i) Offer to Purchase dated November 30, 2000
(Incorporated by reference to Exhibit (a)(1)(i) to
Schedule TO filed by ORIG, LLC on November 30, 2000.)
(a)(1)(ii) Form of Letter of Transmittal. (Incorporated by
reference to Exhibit (a)(1)(ii) to Schedule TO filed
by ORIG, LLC on November 30, 2000.)
(a)(2) None.
(a)(3) None.
(a)(4) None.
(a)(5) None.
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(e) Part I, Section 5 of the Offer to Purchase dated
November 30, 2000 (Incorporated by reference to
Exhibit (a)(1)(i) to Schedule TO filed by ORIG, LLC
on November 30, 2000.)
(g) None.
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SIGNATURE
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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 30, 2000 NTS-PROPERTIES PLUS LTD., a Florida limited
partnership
By: NTS-PROPERTIES PLUS ASSOCIATES, a
Kentucky limited partnership
and General Partner
By: /s/ J.D. Nichols
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J.D. Nichols, Managing General Partner
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EXHIBITS
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Exhibit
Number Description
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(a)(1)(i) Offer to Purchase dated November 30, 2000
(Incorporated by reference to Exhibit (a)(1)(i) to
Schedule TO filed by ORIG, LLC on November 30, 2000.)
(a)(1)(ii) Form of Letter of Transmittal. (Incorporated by
reference to Exhibit (a)(1)(ii) to Schedule TO filed
by ORIG, LLC on November 30, 2000.)
(a)(2) None.
(a)(3) None.
(a)(4) None.
(a)(5) None.
(e) Part I, Section 5 of the Offer to Purchase dated
November 30, 2000 (Incorporated by reference to
Exhibit (a)(1)(i) to Schedule TO filed by ORIG, LLC on
November 30, 2000.)
(g) None.
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