UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of earliest event reported: October 3, 1995
Commission File Number 0-11176
NTS-PROPERTIES III
(Exact name of registrant as specified in its charter)
Georgia 61-1017240
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
10172 Linn Station Road
Louisville, Kentucky 40223
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number,
including area code (502) 426-4800
Not Applicable
Former name, former address and former fiscal year,
if changed since last report
<PAGE>
Item 5. Other Items
On October 3, 1995, NTS-Properties III (the "Partnership")
established an Interest Repurchase Reserve pursuant to Section
16.4 of the Partnership's Amended and Restated Agreement of
Limited Partnership. Under Section 16.4, limited partners may
request the Partnership to repurchase their respective interests
(Units) in the Partnership. The Partnership has notified the
limited partners of the establishment of the Interest Repurchase
Reserve and the opportunity to request that the Partnership
repurchase Units at the established price pursuant to that certain
letter to limited partners dated October 3, 1995, a copy of which
is attached hereto and made a part hereof.
<PAGE>
October 3, 1995
Dear NTS-Properties III Investor:
It has come to our attention that there are those who are buying or offering
to buy limited partnership units in NTS-Properties III at heavily discounted
prices. The discounted prices of which we are aware are far below that
which the General Partner believes to be appropriate, even though it may be
a number of years before the investors in the Partnership realize the
liquidation value of their interests.
The General Partner continues to strongly recommend to our investors that
Units should not be sold at these heavily discounted prices. However, we
recognize that circumstances may arise from which an investor may feel
compelled to sell his or her Units.
Accordingly, the Partnership has established an Interest Repurchase Reserve
in the amount of $156,000.00 pursuant to Section 16.4 of the Partnership's
Limited Partnership Agreement. Under this Section of the Partnership
Agreement, the Partnership may repurchase Units from investors who indicate
in writing their desire to sell. With this Interest Repurchase Reserve the
Partnership will be able to repurchase up to 750 Units at a currently
contemplated price of $208 per Unit from investors who sign and return the
Repurchase Request form attached to this letter.
Units will be repurchased on a "first-come, first-served" basis until the
Interest Repurchase Reserve is depleted. If the number of Units submitted
for repurchase exceeds that which can be repurchased by the Partnership in
the fourth quarter, those additional Units may be repurchased in subsequent
quarters. The Partnership may at the discretion of the General Partner
continue to set aside funds in the Interest Repurchase Reserve.
The above offering price per Unit was established by the General Partner in
its sole discretion, and does not purport to represent the fair market value
or liquidation value of a Unit. The General Partner believes that this
purchase price represents a substantial discount from the value of each
Unit. However, there is no guarantee of the amount that limited partners
who choose not to sell their Units will receive upon the ultimate
liquidation of the Partnership.
If you are interested in the Partnership repurchasing your Units, please
sign, date and return the enclosed Repurchase Request form in the envelope
provided. Upon receipt of your signed Repurchase Request form, we will
provide you with transfer documents and appropriate instructions. Payment
for repurchased Units will be made within 10 days after you have returned
the properly executed transfer documents. No transfer fees or commissions
will be charged for the repurchase. You may obtain further information on
the Interest Repurchase Reserve by calling Investor Services at (303) 705-
6196.
<PAGE>
REPURCHASE REQUEST
FOR LIMITED PARTNERSHIP UNITS IN
NTS-PROPERTIES III
Date: ___________________
I request that NTS-Properties III repurchase my limited partnership
interest(s)("Units") at the price of $208 per Unit, as described in the
letter to me from NTS-Properties Associates dated October 3, 1995 to which
this Repurchase Request is dated. As a condition to repurchase, I
understand that I hereby waive the provisions of Section 16.4 of the Amended
and Restated Agreement of Limited Partnership of NTS-Properties III (the
"Partnership Agreement") regarding the price and terms of repurchase of
Units, and fully and finally release NTS-Properties III and its General
Partner from any and all known or unknown claims, liability and actions,
whether arising under or pertaining to the Offering or Prospectus for NTS-
Properties III, the Partnership Agreement or otherwise. I will reaffirm my
waiver and release upon execution of the transfer documents. Please send
me the appropriate transfer documents.
I own ______ Units of NTS-Properties III. I have read and fully understand
the foregoing.
[Each owner of the Limited Partner Units must sign below]
_________________________________ __________________________________
Signature of Limited Partner Signature of Limited Partner
_________________________________ __________________________________
Printed Name Printed Name
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NTS-PROPERTIES III
(Registrant)
BY: NTS-Properties Associates
BY: NTS Capital Corporation,
General Partner
/s/ John W. Hampton
John W. Hampton
Senior Vice President
Date: October 3, 1995
