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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 0-14695
NTS-PROPERTIES VI, A Maryland Limited Partnership
(Exact name of registrant as specified in its charter)
Maryland 61-1066060
(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 31, 1995, NTS-Properties VI, a Maryland Limited Partnership (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 thereof
As of November 7, 1997, NTS-Properties VI has elected to fund an additional
amount of $300,000 to its Interest Repurchase Reserve. With this funding, the
Partnership will be able to repurchase up to 1,000 Units at a currently
contemplated price of $300 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 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 VI 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 VI Units, the Partnership has established an Interest Repurchase
Reserve in the amount of $474,350 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 1,897 Units at a currently contemplated price of
$250 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 VI 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.
The Partnership has elected to fund an additional $300,000 to the Interest
Repurchase Reserve. With this funding, the Partnership will be able to
repurchase up to 1,000 additional Units at a currently contemplated price of
$300 per Unit, from investors who sign and return the enclosed Repurchase
Request.
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 signed Repurchase Request, we will provide you 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 VI
November 7, 1997
I request that NTS-Properties VI repurchase my limited partnership interest(s)
("Units") at the price of $300 per Unit, as described in the letter to me from
NTS-Properties Associates VI 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 VI (the "Partnership Agreement") regarding
the price and terms of repurchase of Units, and fully and finally release NTS-
Properties VI 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 VI, 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 VI. 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 VI
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 VI, a Maryland
Limited Partnership
(Registrant)
BY: NTS-Properties Associates VI
BY: NTS Capital Corporation,
General Partner
/s/ John W. Hampton
John W. Hampton
Senior Vice President
Date: November 7,1997
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