NTS PROPERTIES IV
8-K, 1998-01-21
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):     January 20, 1998
                              (December 30, 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 December  30, 1997,  Full Sail  Recorders,  Inc., a tenant at the  University
Boulevard office development in Orlando,  Florida (Full Sail), delivered written
notice to the  Partnership  that Full Sail had (i)  exercised its right of first
refusal  under its lease with  NTS-Properties  V to purchase  the  University  I
office  building and the Phase III vacant land,  and (ii) exercised its right of
first refusal  under its lease with NTS  University  Boulevard  Joint Venture to
purchase the University II office building,  for an aggregate purchase price for
all three of  $18,700,000.  Full Sail exercised its right of first refusal under
the  leases  in  response  to a letter  of  intent  to  purchase  University  I,
University  II and the  Phase  III land  which was  previously  received  by the
Partnership from an unaffiliated  buyer. Under its right of first refusal,  Full
Sail  must  purchase  the  properties  on  the  same  terms  and  conditions  as
contemplated  by the  letter of  intent.  Full Sail  agreed in its notice to the
Partnership  to  proceed  to  negotiate  in  good  faith a  definitive  purchase
agreement  for the  properties.  Because  no  binding  agreement  exists for the
purchase of these  properties  at this time,  there can be no  assurance  that a
mutual  agreement  of purchase and sale will be reached  among the parties,  nor
that the sale of the properties  will be  consummated.  The University II office
building is owned by the Lakeshore/University II Joint Venture, the successor to
NTS University  Boulevard Joint Venture,  in which the  Partnership  owns an 18%
joint  venture  interest.  Under the terms of the  right of first  refusal,  the
closings of the sale of  University  I,  University  II and the Phase III vacant
land are to occur simultaneously.  The Partnership has not determined the use of
net proceeds from any such sale.

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  by letter on  February 1, 1996 of the  establishment  of the  Interest
Repurchase  Reserve of $297,450 to acquire up to 1,983 Units and the opportunity
to  request  that  the  Partnership  repurchase  Units  at $150  per  Unit.  The
authorized  units  were  repurchased.  Subsequently,  additional  fundings  were
authorized  and  units  repurchased.  The most  recent  funding  of  $45,000  to
repurchase  300 units at $150 per Unit occurred in November 1997. The authorized
units were repurchased on a first-come, first-served basis until the program was
oversubscribed.

As of January 13,  1998,  NTS-Properties  IV has  elected to fund an  additional
amount of $60,000 to its Interest  Repurchase  Reserve.  With this funding,  the
Partnership  will be able to repurchase up to 400 additional Units at a price of
$150 per  Unit.  The  first  units to be  repurchased  will be those  previously
submitted and not repurchased with earlier Interest  Repurchase Reserve fundings
to the extent  that  those unit  holders  reconfirm  their  desire to sell their
units. If the number of Units submitted for repurchase exceeds that which can be
repurchased  by the  Partnership  with  the  remaining  balance  of the  current
funding,  those additional Units may be repurchased in subsequent quarters.  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 the Unit.


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                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, the NTS
Mortgage  Income  Fund has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                        NTS-Properties IV., Ltd.
                                               (Registrant)
                                        By:NTS-Properties Associates IV,
                                            General Partner
                                            By: NTS Capital Corporation,
                                                General Partner

                                            /s/ John W. Hampton

                                                John W. Hampton
                                                Senior Vice President






Date: January 20, 1998


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