NTS PROPERTIES IV
8-K, 1996-05-24
REAL ESTATE
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                                  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                        0-11655

                              NTS-PROPERTIES IV
            (Exact name of registrant as specified in its charter)

         Kentucky                                  61-1026356
(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  IV (the  "Partnership")  has
             elected to fund an  additional  amount of $277,620 to its  Interest
             Repurchase  Reserve for the second  quarter of 1996.  The  Interest
             Repurchase  Reserve  was  originally  established  February 1, 1996
             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  1,850  Units  at a
             currently  contemplated  price of $150 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.



<PAGE>



May 24, 1996

Dear NTS-Properties IV Investor:

On  February  1, 1996,  the  Partnership  announced  the  funding of an Interest
Repurchase  Reserve of $297,450  under  which the  Partnership  repurchased  and
retired  1,983  Units  of the  Partnership  at a price  of $150  per  Unit.  The
Partnership received repurchase requests well in excess of the 1,983 Units.

The  Partnership  has  elected to fund an  additional  amount of $277,620 to the
Interest Repurchase Reserve for the second quarter 1996. With this funding,  the
Partnership will be able to PURCHASE UP TO 1,850 ADDITIONAL UNITS AT A CURRENTLY
CONTEMPLATED  PRICE OF $150 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  form,  as  instructed.  Upon
receipt of your  Repurchase  Request,  we will provide your 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.






<PAGE>



                               REPURCHASE REQUEST

                        For Limited Partnership Units in

                                NTS-PROPERTIES IV



Date:__________________


I request that NTS-Properties IV repurchase my limited  partnership  interest(s)
("Units")  at the price of $150 per Unit,  as described in the letter to me from
NTS-Properties Associates IV 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 IV (THE  "PARTNERSHIP  AGREEMENT")  REGARDING THE
PRICE  AND  TERMS  OF  REPURCHASE  OF  UNITS,  AND  FULLY  AND  FINALLY  RELEASE
NTS-PROPERTIES  IV 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  IV, 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  IV. 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 IV
                                               c/o Gemisys Corporation
                                               7103 S. Revere Parkway
                                               Englewood, CO 80112





<PAGE>


                                   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 IV
                                              (Registrant)

                                    BY:    NTS-Properties Associates IV
                                           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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