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): May 24, 1996 (May 24, 1996)
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
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Item 5. Other Items
As of May 24, 1996, NTS-Properties III (the "Partnership") has
elected to fund an additional amount of $143,700 to its Interest
Repurchase Reserve for the second quarter of 1996. The Interest
Repurchase Reserve was originally established in 1995 pursuant to
Section 16.4 of the Partnership's Amended and Restated Agreement of
Limited Partnership. With this funding, the Partnership will be
able to purchase up to 690 Units at a currently contemplated price
of $208 per Unit. The Partnership intends to notify the limited
partners of the additional funding to the Interest Repurchase
Reserve and the opportunity to request that the Partnership
repurchase Units at the established price by letter dated May 24,
1996, a copy of which is attached hereto and made a part thereof.
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May 24, 1996
Dear NTS Properties III Investor:
On October 3, 1995, the Partnership announced the funding of an Interest
Repurchase Reserve of $156,000 under which the Partnership repurchased and
retired 750 Units of the Partnership at a price of $208 per Unit. The
Partnership received repurchase requests well in excess of the 750 Units.
In January 1996, the Partnership funded an additional $100,000 to the Interest
Repurchase Reserve to permit the repurchase and retirement of another 480 Units
at $208 per Unit. The Partnership has again received repurchase requests in
excess of the 480 Units.
The Partnership has elected to fund an additional amount of $143,700 to the
Interest Repurchase Reserve for the second quarter of 1996. With this funding,
the Partnership will be able to PURCHASE UP TO 690 ADDITIONAL 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 again exceeds that which can be repurchased by the Partnership, 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, and
strongly recommends to the investors that Units be held and not sold. However,
there is no guarantee of the amount that limited partners who choose not to sell
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 as instructed. Upon receipt of
your signed Repurchase Request, we will provide you with the appropriate
transfer form and instructions. NO TRANSFER FEES OR COMMISSIONS WILL BE CHARGED
FOR THE REPURCHASE.
You may obtain further information on the Interest Repurchase Reserve by calling
our Investor Services at (303) 705-6196.
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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 May 24, 1996 to which this Repurchase Request is
attached. 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
Once completed, forward this form to: NTS Properties III
c/o Gemisys Corporation
7103 S. Revere Parkway
Englewood, CO 80112
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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/ Gregory A. Compton
Gregory A. Compton
Senior Vice President/Secretary
Date: May 24, 1996
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