NTS PROPERTIES V
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            0-13400

             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 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 the Partnership 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 a 69% 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  V (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 $50,000 to acquire up to 370 Units and the opportunity to
request that the Partnership  repurchase  Units at $135 per Unit. The authorized
Units were repurchased.  Subsequently,  an additional funding was authorized and
370 Units were repurchased at the same price.

As of January 16, 1998,  NTS-Properties V has elected to continue the Repurchase
Program  and fund an  additional  amount of $30,000 to its  Interest  Repurchase
Reserve. With this funding, the Partnership will be able to repurchase up to 200
additional  Units at a price of $150 per Unit. If the number of units  submitted
for repurchase exceeds that which can be repurchased by the Partnership with 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. The Partnership will notify the limited
partners of this action and opportunity by mail during January 1998.


<PAGE>



                                                 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 V, a Maryland
                                             Limited Partnership
                                                (Registrant)
                                             By:    NTS-Properties Associates V,
                                                    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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