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) February 1, 1996
(February 1, 1996)
Commission File Number 0-13400
NTS-PROPERTIES V, a Maryland Limited Partnership
(Exact name of registrant as specified in its charter)
Maryland 61-1051452
(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
Under Section 16.4 of the Partnership's Amended and Restated
Agreement of Limited Partnership, limited partners may request
NTS-Properties V, a Maryland Limited Partnership (the
"Partnership") to repurchase their respective interests (Units) in
the Partnership. The Partnership has notified the limited
partners of its intention to establish an Interest Repurchase
Reserve on June 30, 1996 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.
<PAGE>
February 1, 1996
Dear NTS-Properties V 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 V Units, the Partnership will, effective June 30,
1996, establish an Interest Repurchase Reserve in the amount of $50,000
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 370 Units at a currently contemplated price of $135 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, the
Partnership may choose to increase the Interest Repurchase Reserve so that
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 after June 30, 1996, on a "first-come,
first-served" basis to those Investors who 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.
<PAGE>
REPURCHASE REQUEST
FOR LIMITED PARTNERSHIP UNITS IN
NTS-Properties V
Date:___________
I request that NTS-Properties V repurchase my limited partnership interests
("Units") at the price of $135 per Unit, as described in the letter to me
from the General Partner dated February 1, 1996 to which this Repurchase
Request was 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 V (the "Partnership
Agreement") regarding the price and terms of repurchase of Units, and fully
and finally release NTS-Properties V 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 V, 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 V. 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
(Joint Accounts)
______________________________ __________________________________
Printed Name Printed Name
<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 V, a Maryland
Limited Partnership
(Registrant)
BY: NTS-Properties Associates V
BY: NTS Capital Corporation,
General Partner
/s/ John W. Hampton
John W. Hampton
Senior Vice President
Date: February 1, 1996
