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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) November 7, 1997
(November 7, 1997)
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 No.)
incorporation or organization)
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
On February 1, 1996, NTS-Properties IV (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 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 February 1,
1996, a copy of which is attached hereto and made a part hereof.
As was previously reported in the Form 8-K filed with the Commission on January
10, 1997 the Partnership had received notice that Philip Crosby Associates, Inc.
(Crosby) did not intend to pay full rental due under its lease from and after
January 1997. Crosby leased the majority of the space in University Business
Center Phase II. The business center is owned by the Lakeshore/University II
Joint Venture of which the Partnership has an 18% interest. To conserve cash,
the Repurchase of Partnership Units was interrupted, effective December 30,
1996.
A conditional settlement was reached at a court ordered mediation conference
with Crosby, its parent company, and the Joint Venture. The Joint Venture has
accepted the settlement terms and their parent company has agreed to pay a
portion of Crosby's liability to the Joint Venture in full satisfaction of all
claims against Crosby and any of its affiliates.
As of November 7, 1997, NTS-Properties IV (the "Partnership") has elected to
fund an additional amount of $45,000 to its Interest Repurchase Reserve. With
this funding, the Partnership will be able to repurchase up to 300 Units at a
currently contemplated price of $150 per Unit. 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. The
Partnership intends to notify the Limited Partners of the additional funding to
the Repurchase Reserve and this opportunity to request that the Partnership
repurchase Units at the established price by letter dated November 7, 1997, a
copy of which is attached hereto and made a part thereof.
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February 1, 1996
Dear NTS-Properties IV Investor:
Over the last few years, a small market has developed for the trading of limited
partnership interests through companies such as the Chicago Partnership Board.
Units in our and other NTS Partnerships have transferred at values which the
General Partner believes to be discounted. Although the General Partner
continues to strongly recommend that our investors hold their Units rather than
sell, we do recognize that circumstances may arise from which an investor may
feel compelled to sell his or her Units. As a result, in our cash distribution
mailings we included a list of some of the companies which have indicated to us
that they arrange trades of NTS Partnership Units.
In the interest of helping to establish a "floor" or minimum price for trades in
NTS-Properties IV Units, the Partnership has established an Interest Repurchase
Reserve in the amount of $297,450 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 Repurchase Reserve, the Partnership will be able
to repurchase and retire up to 1,983 Units at a currently contemplated price of
$150 per Unit. Since the repurchased Units will be retired, there will be fewer
investors for the distribution of assets.
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 first
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 repurchase 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 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 our transfer agent at (303) 705- 6196.
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November 7, 1997
Dear NTS-Properties IV Investor:
On February 1, 1996, the Partnership announced the funding of an Interest
Repurchase Reserve, 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. Since the repurchased Units will be retired, there will be fewer
investors for the distribution of assets. In the second quarter, the Partnership
elected to fund additional monies to the Interest Repurchase Reserve. With this
funding, the Partnership repurchased additional Units, before the Repurchase
Program was interrupted in December 1996.
Due to Investor requests, the Partnership has elected to resume the Repurchase
Program. The Interest Repurchase Reserve will be funded with an additional
$45,000. This will enable the Partnership to repurchase and retire up to 300
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 exceeds that which can be repurchased by the Partnership, those
additional Units may be repurchased at a later date. 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 (800) 928-1492 Ext. 544.
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REPURCHASE REQUEST
For Limited Partnership Units in
NTS-PROPERTIES IV
November 7, 1997
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 November 7, 1997 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.]
_______________________
Date
________________________________ ____________________________________
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
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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 IV
(Registrant)
BY: NTS-Properties Associates IV
BY: NTS Capital Corporation,
General Partner
/s/ John W. Hampton
John W. Hampton
Senior Vice President
Date: November 7, 1997
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